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Prudential ICICI Fixed Maturity Plan Series PRUDENTIAL ICICI

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Prudential ICICI Fixed Maturity Plan Series PRUDENTIAL ICICI Powered By Docstoc
					                                              OFFER DOCUMENT OF
                                 Prudential ICICI Fixed Maturity Plan – Series 35
                                          A CLOSE - ENDED DEBT FUND
                                                      FROM
                                     PRUDENTIAL ICICI MUTUAL FUND
                                          Issue of Units of Rs.10 per unit

                      Plan(s)                               New Fund Offer opens              New Fund Offer closes


                      One Month Plan

                      Three Months Plan A

                      Three Months Plan B

                      Three Months Plan C

                      One Year Plan A

                      One Year Plan B

                      Thirteen Months Plan

                                                                  SPONSORS
   Prudential plc (formerly known as Prudential Corporation plc) (through its wholly owned subsidiary, Prudential Corporation Holdings:
                                             Laurence Pountney Hill, London EC4R DHH,
                                                                United Kingdom
                      ICICI Bank Limited: Registered Office: Landmark, Race Course Circle, Vadodara 390 007, India.
                                                     INVESTMENT MANAGER


                                           Prudential ICICI Asset Management Company Limited
                          Registered Office: 12th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi – 110 001
                                   Corporate Office: 8th Floor, Peninsula Tower, Peninsula Corporate Park,

                                Ganpatrao Kadam Marg, Off Senapati Bapat Marg, Lower Parel Mumbai 400 013
                                                                  TRUSTEE
                                                       Prudential ICICI Trust Limited
                          Registered Office: 12th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi – 110 001


The particulars of Prudential ICICI Fixed Maturity Plan – Series 35 the mutual fund Scheme offered under this Offer Document, have been
prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended till date, and filed with
the Securities and Exchange Board of India, and the Units being offered for public subscription have not been approved or disapproved by the
Securities and Exchange Board of India nor has the Securities and Exchange Board of India certified the accuracy or adequacy of the Offer
Document.
This Offer Document contains information necessary for an investor to make an informed investment decision in the Scheme described herein.
Investors should carefully read the Offer Document prior to making an investment decision and retain the Offer Document for future reference.
Investors may note that this Offer Document remains effective until a material change occurs. Material changes shall be filed with SEBI and
circulated to all Unit holders or may be publicly notified by advertisements in the newspapers subject to the applicable regulations.
The offer document sets forth concisely; the information about the scheme that a prospective investor ought to know before investing.




                                                                                                                                           1
                                       IMPORTANT NOTICE
Investing in mutual fund schemes involves certain risks and considerations associated generally with
making investments in securities. The value of the Scheme’s investments may be affected generally by
factors affecting financial markets, such as price and volume, volatility in interest rates, currency
exchange rates, changes in regulatory and administrative policies of the Government or any other
appropriate authority (including tax laws) or other political and economic developments. Consequently,
there can be no assurance that the Scheme offered in this Offer Document would achieve the stated
objectives. The NAV of the Units of the Scheme may fluctuate and can go up or down. Past performance
of the schemes managed by the Sponsors or their affiliates or the Asset Management Company is not
indicative of the future performance of the Scheme nor will the performance of the Scheme, following the
commencement of the operations, be indicative of the Scheme’s future performance.
Prospective investors are advised to review this Offer Document carefully and in its entirety and consult
their legal, tax and financial advisors to determine possible legal, tax and financial or any other
consequences of subscribing to, purchasing or holding Units under the Scheme, before making an
application to subscribe or purchase the Units.
Prudential ICICI Mutual Fund (the Fund) and Prudential ICICI Asset Management Company Limited (the
AMC), have not authorized any person to give any information or make any representations, either oral or
written, not stated in this Offer Document in connection with issue of Units under the Scheme.
Prospective investors are accordingly advised not to rely upon any information or representations not
incorporated in this Offer Document. Any subscription, purchase or sale made by any person on the basis
of statements or representations which are not contained in this Offer Document or which are inconsistent
with the information contained herein shall be solely at the risk of the investor.

Unitholders / investors are requested to read and understand the Offer Document, Key Information
Memorandum and risk factors furnished with the scheme in which they seek to make investments or in
which they have invested. Unitholders / Investors are urged not to rely upon or be misled by any oral
promises or statements made by the distributors / intermediaries of the Mutual Fund and it is brought to
the special attention of investors that the AMC / Mutual Fund will not be liable for mis-statement or
communication by agents / distributors which are not previously expressly authorized / approved by the
AMC / Mutual Fund.

AMC, Trust and Prudential ICICI Mutual Fund shall not be responsible for any claims made by the
Unitholders / Investors based on such oral promises made by the distributors / intermediaries.
The current Regulations impose certain restrictions and conditions on the AMC for entering into
transactions with the Sponsors and their associates on behalf of the Fund. These restrictions include:
a)   Purchase or sale of securities through any broker associated with the Sponsors or through a firm
     which is an associate of the Sponsor(s) shall not exceed an average of 5% of the aggregate purchases
     and sale of securities made by the Fund in all its Schemes in a block of any three months.
b)   Utilization of the services of the Sponsors or any of their associates, for the purpose of any securities
     transactions and distribution and sale of securities shall be made only if a disclosure to this effect is
     made in the Offer Document and the brokerage or commission paid is also disclosed in the half
     yearly annual accounts of the mutual fund.




                                                                                                            2
c)   The Mutual Fund Scheme shall not make any investment in:
     1. any unlisted security of an associate or group company of the Sponsor; or
     2. any security issued by way of private placement by an associate or group company of the
        Sponsor; or
     3. the listed securities of group companies of the Sponsor which is in excess of 25% of its net
        assets.
In this Offer Document, all references to “$” are to United States of America Dollars, “£” to Pound
Sterling of United Kingdom and “Rs.” to Indian Rupees. The Reference Exchange Rate between the
United States Dollar and the Indian Rupee has been taken at $1 = Rs.45.76 and UK£ and Indian Rupee at
1£=Rs.84.82.




This Offer Document is dated _____________, 2006.




                                                                                                   3
                                                       TABLE OF CONTENTS
1.   Highlights ........................................................................................................................................................
2.   Risk Factors.....................................................................................................................................................
3.   Due Diligence Certificate ................................................................................................................................
4.   Definitions .......................................................................................................................................................
5.   Summary – Prudential ICICI Fixed Maturity Plan Series 35 ..........................................................................
6.   Constitution of the Mutual Fund .....................................................................................................................
     a) The Sponsors.............................................................................................................................................
     b) The Trustee Company...............................................................................................................................
         i. Directors .............................................................................................................................................
         ii. Rights and Obligations of the Trustee ................................................................................................
         iii. Trusteeship Fees .................................................................................................................................
     c) Management of Asset Management Company (AMC) ............................................................................
         i. Board of Directors of the AMC..........................................................................................................
         ii. Powers, Duties & Responsibilities of the AMC .................................................................................
         iii. Key Employees of AMC & relevant experience ................................................................................
         iv. Fund Manager.....................................................................................................................................
         v. Compliance Officer ............................................................................................................................
         vi. Investor Relations Officer ..................................................................................................................
     d) Auditors ....................................................................................................................................................
     e) Registrar....................................................................................................................................................
     f) Custodian ..................................................................................................................................................
7.   Investment Objectives & Policies.................................................................................................................
     a) Type of the Scheme ..................................................................................................................................
     b) Investment Objective ................................................................................................................................
     c) Investment Pattern ....................................................................................................................................
     d) Change in Investment Pattern ...................................................................................................................
     e) Terms of the Plans ....................................................................................................................................
     f) Change in Fundamental Attributes ...........................................................................................................
     g) Investment Strategy .................................................................................................................................
     h) Portfolio Turnover ....................................................................................................................................
     i) Procedure followed for investment decisions…………………………………………………..
     j) Risk Factors ..............................................................................................................................................
     k) Investment Restrictions for the Plan .........................................................................................................
     l) Underwriting by the Fund.........................................................................................................................
     m) Computation of Net Asset Value ..............................................................................................................
     n) Accounting Policies & Standards .............................................................................................................
8.   Units & The New Fund Offer .......................................................................................................................
     General Information ........................................................................................................................................
     a) Minimum Subscription Amount ...............................................................................................................
     b) New Fund Offer Price
     c) New Fund Offer Period
     d) Extension or Termination of New Fund Offer Period



                                                                                                                                                               4
     e) Minimum Amount for Application ...........................................................................................................
     f) New Fund Offer Issue Expenses...............................................................................................................
     e) Options and Investment plans offered under the Scheme.........................................................................
     f) Pledge of Units for loans...........................................................................................................................
     g) How to Switch ..........................................................................................................................................
     h) Who can Invest?........................................................................................................................................
     i) How to Apply?..........................................................................................................................................
        i. New Fund Offer..................................................................................................................................
        ii. Resident Investors - Mode of Payment ..............................................................................................
        iii. NRIs & FIIs ........................................................................................................................................
        iv. Mode of Payment on Repatriation Basis ............................................................................................
        v. Mode of Payment on Non-Repatriation Basis....................................................................................
        vi. Application under Power of Attorney/Body Corporate/Registered Society/Trust/Partnership..........
        vii. Joint Applicants..................................................................................................................................
        viii. Nomination Facility............................................................................................................................
     j) Issuance of Units/Refund..........................................................................................................................
     k) Account Statements ..................................................................................................................................
     l) Refunds .....................................................................................................................................................
     m) Redemption of Units .................................................................................................................................
        i. Redemption Price ...............................................................................................................................
        ii. Applicable NAV.................................................................................................................................
        iii. How to Redeem? ................................................................................................................................
        iv. Payment of Proceeds ..........................................................................................................................
        v. Redemption by NRIs /FIIs .................................................................................................................
        vi. Effect of Redemptions........................................................................................................................
        vii. Fractional Units ..................................................................................................................................
        viii. Right to Limit Redemptions ...............................................................................................................
        ix. Suspension of Sale and Redemption of Units ....................................................................................
        x. Permanent Account Number (PAN) …………………………………………………
9. Load Structure, Fees and Expenses ...............................................................................................
    a) Load Structure of the Scheme...................................................................................................................
    b) Fees and Expenses of the Scheme ............................................................................................................
       i. New Fund Offer Expenses .................................................................................................................
       ii. Estimated Recurring Expenses ...........................................................................................................
    c) Fees and Expenses of the Existing Scheme ..............................................................................................
       i. New Fund Offer Expenses .................................................................................................................
       ii. Annual Scheme Recurring Expenses..................................................................................................
       iii. Condensed Financial Information ......................................................................................................
10. Unitholders Rights and Services ..................................................................................................................
    a) Investors Services .....................................................................................................................................
    b) Ease of Transactions .................................................................................................................................
       i. Customer Service Centers in major metros ........................................................................................
       ii. Process transactions in a timely manner.............................................................................................
    c) Problem Resolution...................................................................................................................................


                                                                                                                                                             5
     d)    Information about the Scheme ..................................................................................................................
     e)    NAV Information......................................................................................................................................
     f)    Disclosure of information under the Regulations .....................................................................................
     g)    Rights of Unitholders of the Scheme ........................................................................................................
     h)    Duration of the Scheme/Winding up ........................................................................................................
     i)    Procedure and manner of Winding up ......................................................................................................
     j)    Tax Benefits ..............................................................................................................................................
           I) To the Mutual Fund………………………………………………………………
           II)To the Unitholders ................................................................................................................................
           A. Income received from mutual fund ……………………………………………………… ................
           B. Long term capital gains on transfer of units
               i.   For Individuals and HUFs
               ii. For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies
               iii. For Non-resident Indians
               iv. For Overseas Financial Organisations, including Overseas Corporate Bodies and Foreign
                    Institutional Investors fulfilling conditions laid down under section 115AB (Offshore
                    Fund ............................................................................................................................................
           C. Short term capital gains
            D. Tax deduction at source
            E.    Exemption from tax on capital gains arising on transfer of units held for more than 12 months
            F.    Investments by charitable and religious trusts in the plan
            G. Wealth Tax
       H. Gift Tax
    k) Unclaimed redemption amount.................................................................................................................
11. Other Matters
    a) Unitholders Grievances Redressal Mechanism.........................................................................................
    b) Associate Transactions..............................................................................................................................
    c) Details of Investment in Companies that hold more than 5% ..................................................................
       of NAV of Schemes managed by the AMC
    d) Penalties and Pending Litigations .............................................................................................................
    e) Borrowing by the Mutual Fund.................................................................................................................
    f) Policy on Offshore Investments by the Scheme .......................................................................................
    g) Inter-Scheme Transfers.............................................................................................................................
    h) General Information..................................................................................................................................
    • Power to make Rules ................................................................................................................................
    • Power to remove Difficulties ....................................................................................................................
    • Scheme to be binding on the Unitholders .................................................................................................
    • Documents available for Inspection..........................................................................................................




                                                                                                                                                              6
                                               Highlights
    The Sponsors of the Fund are ICICI Bank Limited (erstwhile ICICI Limited) and Prudential plc. of
    the United Kingdom (UK).
    Prudential plc is a leading international financial services group providing retail financial products
    and services and fund management to many millions of customers worldwide. As a group Prudential
    plc has, as of December 31, 2005, over GBP234 billion of funds under management, more than 16
    million customers and over 31,661 employees worldwide as of December 31, 2005.
    Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has
    accorded its approval in recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of
    ICICI Ltd. with ICICI Bank Ltd.
    ICICI Bank is India's second-largest bank with total assets of about Rs. 251,389 crores as at March
    31, 2006 and profit after tax of Rs. 2540 crores for the year ended March 31, 2006 (Rs. 2005 crores
    for the year ended March 31, 2005). ICICI Bank has a network of about 614 branches and extension
    counters and over 2,200 ATMs. ICICI Bank offers a wide range of banking products and financial
    services to corporate and retail customers through a variety of delivery channels and through its
    specialised subsidiaries and affiliates in the areas of investment banking, life and non-life insurance,
    venture capital and asset management. ICICI Bank set up its international banking group in fiscal
    2002 to cater to the cross border needs of clients and leverage on its domestic banking strengths to
    offer products internationally. ICICI Bank currently has subsidiaries in the United Kingdom, Russia
    and Canada, branches in Singapore, Bahrain, Hong Kong, Sri Lanka and Dubai International Finance
    Centre and representative offices in the United States, United Arab Emirates, China, South Africa and
    Bangladesh. UK subsidiary of ICICI Bank has established a branch in Belgium. ICICI Bank is the
    most valuable bank in India in terms of market capitalisation. (Source: Overview at
    www.icicibank.com).

    ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and
    was its wholly-owned subsidiary. ICICI's shareholding in ICICI Bank was reduced to 46% through a
    public offering of shares in India in fiscal 1998, an equity offering in the form of ADRs listed on the
    NYSE in fiscal 2000, ICICI Bank's acquisition of Bank of Madura Limited in an all-stock
    amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal
    2001 and fiscal 2002. ICICI was formed in 1955 at the initiative of the World Bank, the Government
    of India and representatives of Indian industry.
    Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal
    Financial Services, ICICI Capital Services and ICICI Bank, sanctioned by the High Court of Gujarat
    and the High Court of Judicature at Bombay and approved by the Reserve Bank of India, ICICI,
    ICICI Personal Financial Services and ICICI Capital Services were merged with ICICI Bank in an all-
    stock merger. ICICI Bank is the surviving legal entity in the amalgamation.


•   Fund Management expertise
    Prudential plc is a leading international financial services group providing retail financial products
    and services and fund management to many millions of customers worldwide. As a group Prudential
    plc has, as of December 31, 2005, over GBP234 billion of funds under management, more than 16
    million customers and over 31,661 employees worldwide as of December 31, 2005.

    Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential
    ICICI Mutual Fund, manages assets over Rs. 32,664.03 crores as on October 31, 2006 through 30
    schemes. It is one of the largest asset management companies in the country.


                                                                                                          7
•   Prudential Fixed Maturity Plan – Series 35 is a close-ended Scheme with various Plans thereunder,
    seeking to generate regular returns by investing in a portfolio of fixed income securities/ debt
    instruments normally maturing in line with the time profile of the Plans under the Scheme. However,
    there can be no assurance that the investment objective of the Plan will be realized.

•   Liquidity: To provide liquidity to the investors, the Fund proposes to provide repurchase facility at
    fortnightly intervals from the date of allotment on every 2nd and 4th Wednesday of each calendar
    month. (for details, please refer to page no._____). If such date happens to be the non-business day,
    repurchase facility would be available on the following Business Day of the said date. The investors
    may redeem the units on the stipulated dates for redemption as mentioned in this offer document on
    page no._______ at NAV based prices, subject to the prevalent exit load provisions. The Fund will,
    under normal circumstances, endeavour to dispatch redemption cheques within 1 Business Day from
    the date of acceptance of the redemption request at any of the official point(s) of transaction(s). This
    service standard will apply only at the centers where RBI handles clearing directly and is able to
    transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for
    redemption payments, AMC will take additional day(s) – not exceeding 3 Business Days- that would
    essentially be linked to the time taken by banks to clear funds at such Non-RBI centers.
•   Options: Presently there are two options available under the Scheme viz. Retail Option and
    Institutional Option. Cumulative and Dividend sub-options are available under each Option. Dividend
    Reinvestment facility is only available.
•   The entire New Fund Offer Expenses under the Scheme will be borne by the Asset Management
    Company.
•   Investors who hold units in any of the open-ended debt schemes of the Fund may switch all or part of
    their holdings to the Plans under the Scheme, during the New Fund Offer (NFO) period. Switch-ins
    can also be made from close-ended debt schemes maturing on the date of opening of NFO of the
    Scheme.
•   Repatriation benefits would be available to NRIs/PIOs/FIIs, subject to applicable regulations notified
    by RBI from time to time.
•   For Tax benefits, please refer page ____.


•   Investors in the Scheme are not being offered any guaranteed returns.
•   Investors are advised to consult their Legal /Tax and other Professional Advisors in regard
    to tax/legal implications relating to their investments in the Scheme and before making
    decision to invest in the Scheme or redeem the Units in the Scheme.




                                                                                                          8
                                Risk Factors and Special Considerations
•   Mutual Funds and securities investments are subject to market risks and there is no assurance or
    guarantee that the objectives of the Scheme will be achieved.
•   As with any securities investment, the NAV of the Units issued under the Plans can go up or down
    depending on the factors and forces affecting the capital markets.
•   Past performance of the Sponsors, AMC/Fund does not indicate the future performance of the Plans
    of the Fund.
•   The Sponsors are not responsible or liable for any loss resulting from the operation of the Plans
    beyond the contribution of an amount of Rs. 22.2 lacs collectively made by them towards setting up
    the Fund and such other accretions and additions to the corpus set up by the Sponsors.
•   Prudential ICICI Fixed Maturity Plan Series 35 is the name of the Scheme and One Month Plan,
    Three Months Plan A, Three Months Plan B, Three Months Plan C, One Year Plan A, One Year Plan
    B and Thirteen Months Plan are the names of the Plans under the Scheme and do not in any manner
    indicate either the quality of the Scheme or its future prospects and returns.
•   The NAVs of the Plans may be affected by changes in the general market conditions, factors and
    forces affecting capital market in particular, level of interest rates, various market related factors and
    trading volumes, settlement periods and transfer procedures.
•   In the event of receipt of inordinately large number of redemption requests or of a restructuring of any
    of the Plan’s portfolio, there may be delays in the redemption of Units. Please see Page ____ for
    “Right to Limit Redemptions” in this Offer Document.
    The liquidity of the Plans' investments is inherently restricted by trading volumes in the securities in
    which it invests.
    The Plans may use derivative instruments like Interest Rate Swaps, Forward Rate Agreements or
    other derivative instruments for the purpose of hedging and portfolio balancing, as permitted under
    the Regulations and guidelines. Usage of derivatives will expose the Plans to certain risks inherent to
    such derivatives. Please see page ____ for the relevant Risk factors.
•   Changes in Government policy in general and changes in tax benefits applicable to mutual funds may
    impact the returns to Investors in the Plans.
•   Investors in the Scheme are not being offered any guaranteed/indicated returns.
•   From time to time and subject to the Regulations, the Sponsors, the Mutual Funds and investment
    companies managed by them, their affiliates, their associate companies, subsidiaries of the Sponsors,
    and the AMC may invest either directly or indirectly in the Scheme. The funds managed by these
    affiliates, associates, the Sponsors, subsidiaries of the Sponsors and /or the AMC may acquire a
    substantial portion of the Scheme’s Units and collectively constitute a major investor in the Scheme.
    Accordingly, redemption of Units held by such funds, affiliates/associates and Sponsors might have
    an adverse impact on the Units of the Scheme because the timing of such redemption may impact the
    ability of other Unitholders to redeem their Units. Further, as per the Regulation, in case the AMC
    invests in any of the schemes managed by it, it shall not be entitled to charge any fees on such
    investments.
    The Scheme may invest in other schemes managed by the AMC or in the schemes of any other
    Mutual Funds, provided it is in conformity to the investment objectives of the Scheme and in terms of
    the prevailing Regulations. As per the Regulations, no investment management fees will be charged
    for such investments.
•   From time to time and subject to the regulations, the AMC may invest in this Scheme. The decision to
    invest in the Scheme by the AMC will be based on parameters specified by the Board of the AMC.
    Further, as per the Regulation, in case the AMC invests in any of the schemes managed by it, it shall


                                                                                                            9
    not be entitled to charge any fees on such investments.
•   Mutual funds being vehicles of securities investments are subject to market and other risks and there
    can be no guarantee against loss resulting from investing in the Schemes. The various factors which
    impact the value of the Plan’s investments include, but are not limited to, fluctuations in the bond
    markets, fluctuations in interest rates, prevailing political and economic environment, changes in
    government policy, factors specific to the issuer of the securities, tax laws in various countries,
    liquidity of the underlying instruments, settlement periods, trading volumes overseas etc.
•   In terms of SEBI circular dated December 12, 2003 and June 14, 2005 having ref
    SEBI/IMD/CIR No. 10/22701/03 and SEBI/IMD/CIR No. 1/42529/05 respectively and
    AMFI’s communication having ref. No.35/MEM-COR/55/04-05 dated December 31, 2004,
    each scheme should have a minimum of 20 investors at the time of allotment, in case Scheme
    fails to assemble minimum 20 investors at the time of allotment, the scheme shall be wound
    up, by following the guidelines prescribed by SEBI and the investor’s application money
    would be refunded. Further, at the time of allotment, no single investor should account for
    more than 25% of the corpus of such scheme (i.e. at the portfolio level), accordingly Fund is
    constrained to reject the application by a single unitholder having exposure of more than 25%
    at the time of allotment, hence, such unitholder could be allotted limited units to such extent.
•   Different types of securities in which the scheme would invest as given in the offer document carry
    different levels and types of risk. Accordingly the scheme’s risk may increase or decrease depending
    upon its investment pattern. E.g. corporate bonds carry a higher amount of risk than Government
    securities. Further even among corporate bonds, bonds which are AAA rated are comparatively less
    risky than bonds which are AA rated.

Scheme Specific Risk Factors
Fixed Income Securities
• Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Schemes' Net
    Asset Value as the prices of securities generally increase as interest rates decline and generally
    decrease as interest rates rise. Prices of long-term securities generally fluctuate more in response to
    interest rate changes than do short-term securities. Indian debt markets can be volatile leading to the
    possibility of price movements up or down in fixed income securities and thereby to possible
    movements in the NAV.
• Liquidity or Marketability Risk: This refers to the ease with which a security can be sold at or near to
    its valuation yield-to-maturity (YTM). The primary measure of liquidity risk is the spread between
    the bid price and the offer price quoted by a dealer. Liquidity risk is today characteristic of the Indian
    fixed income market.
• Credit Risk: Credit risk or default risk refers to the risk that an issuer of a fixed income security may
    default (i.e. will be unable to make timely principal and interest payments on the security). Because
    of this risk corporate debentures are sold at a yield above those offered on Government Securities
    which are sovereign obligations and free of credit risk. Normally, the value of a fixed income
    security will fluctuate depending upon the changes in the perceived level of credit risk as well as any
    actual event of default. The greater the credit risk, the greater the yield required for someone to be
    compensated for the increased risk.
• Reinvestment Risk: This risk refers to the interest rate levels at which cash flows received from the
    securities in the Plans are reinvested. The additional income from reinvestment is the “interest on
    interest” component. The risk is that the rate at which interim cash flows can be reinvested may be
    lower than that originally assumed.
•   Settlement risk: The inability of the Plan to make intended securities purchases due to settlement
    problems could cause the Plan to miss certain investment opportunities. By the same rationale, the


                                                                                                           10
    inability to sell securities held in the Plan’s portfolio due to the extraneous factors that may impact
    liquidity would result, at times, in potential losses to the Plan, in case of a subsequent decline in the
    value of securities held in the Plan’s portfolio.
•   Regulatory Risk: Changes in government policy in general and changes in tax benefits applicable to
    Mutual Funds may impact the returns to investors in the Scheme.
•   Risks associated with investment in unlisted securities: Except for any security of an associate or
    group company, the scheme has the power to invest in securities which are not listed on a stock
    exchange (“unlisted Securities”) which in general are subject to greater price fluctuations, less
    liquidity and greater risk than those which are traded in the open market. Unlisted securities may lack
    a liquid secondary market and there can be no assurance that the Scheme will realise their
    investments in unlisted securities at a fair value.
•   Risks attached with the use of derivatives: As and when the Scheme trades in the derivatives market
    there are risk factors and issues concerning the use of derivatives that Investors should understand.
    Derivative products are specialized instruments that require investment techniques and risk analyses
    different from those associated with stocks and bonds. The use of a derivative requires an
    understanding not only of the underlying instrument but also of the derivative itself. Derivatives
    require the maintenance of adequate controls to monitor the transactions entered into, the ability to
    assess the risk that a derivative adds to the portfolio and the ability to forecast price or interest rate
    movements correctly. There is the possibility that a loss may be sustained by the portfolio as a result
    of the failure of another party (usually referred to as the “counter party”) to comply with the terms of
    the derivatives contract. Other risks in using derivatives include the risk of mis pricing or improper
    valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets,
    rates and indices.
    Thus, derivatives are highly leveraged instruments. Even a small price movement in the underlying
    security could have a large impact on their value. Also, the market for derivative instruments is
    nascent in India.

    Derivatives products are leveraged instruments and provide disproportionate gains as well as
    disproportionate losses to the investor. Execution of such strategies depends upon the ability of the
    fund manager to identify such opportunities. Identification and execution of the strategies to be
    pursued by the fund manager involve uncertainty and decision of the fund manager may not always
    be profitable. No assurance can be given that the fund manager will be able to identify to execute
    such strategies.


    The risks associated with the use of derivatives are different from or possibly greater than, the risks
    associated with investing directly in securities and other traditional investments.


    The specific risk factors arising out of a derivative strategy used by the Fund Manager may be as
    below:
        Lack of opportunity available in the market.
        The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly
        with underlying assets, rates and indices.

    Also please refer to Page ___ for example on Derivatives.




                                                                                                           11
•   Risk Analysis on underlying asset classes in Securitisation
    Generally available Asset Classes for securitisation in India
    Commercial Vehicles
    Auto and Two wheeler pools
    Mortgage pools (residential housing loans)
    Personal Loan, credit card and other retail loans
    Corporate loans/receivables
    In terms of specific risks attached to securitisation, each asset class would have different underlying
    risks, however, residential mortgages are supposed to be having lower default rates as an asset class.
    On the other hand, repossession and subsequent recovery of commercial vehicles and other auto
    assets is fairly easier and better compared to mortgages. Some of the asset classes such as personal
    loans, credit card receivables etc., being unsecured credits in nature, may witness higher default rates.
    As regards corporate loans/receivables, depending upon the nature of the underlying security for the
    loan or the nature of the receivable the risks would correspondingly fluctuate. However, the credit
    enhancement stipulated by rating agencies for such asset class pools is typically much higher and
    hence their overall risks are comparable to other AAA rated asset classes.

    The rating agencies have an elaborate system of stipulating margins, over collateralisation and
    guarantees to bring risk limits in line with the other AAA rated securities.

    It is relevant to note here that predominantly the scheme intends to invest in only AAA rated
    securitised debt. This compares favourably with a portfolio which is constructed on the basis of AA
    rated securitised debt.
    Some of the factors, which are typically analyzed for any pool are as follows:

    Size of the loan: generally indicates the kind of assets financed with loans. Also indicates whether
    there is excessive reliance on very small ticket size, which may result in difficult and costly
    recoveries. To illustrate, the ticket size of housing loans is generally higher than that of personal
    loans. Hence in the construction of a housing loan asset pool for say Rs.1,00,00,000/- it may be easier
    to construct a pool with just 10 housing loans of Rs.10,00,000 each rather than to construct a pool of
    personal loans as the ticket size of personal loans may rarely exceed Rs.5,00,000/- per individual.
    Also to amplify this illustration further, if one were to construct a pool of Rs.1,00,00,000/- consisting
    of personal loans of Rs.1,00,000/- each, the larger number of contracts(100 as against one of 10
    housing loans of Rs.10 lakh each) automatically diversifies the risk profile of the pool as compared to
    a housing loan based asset pool.

    Average original maturity of the pool: indicates the original repayment period and whether the loan
    tenors are in line with industry averages and borrower’s repayment capacity. To illustrate, in a car
    pool consisting of 60-month contracts, the original maturity and the residual maturity of the pool viz.
    number of remaining installments to be paid gives a better idea of the risk of default of the pool itself.
    If in a pool of 100 car loans having original maturity of 60 months, if more than 70% of the contracts
    have paid more than 50% of the installments and if no default has been observed in such contracts,
    this is a far superior portfolio than a similar car loan pool where 80% of the contracts have not even
    crossed 5 installments.

    Loan to Value Ratio: Indicates how much % value of the asset is financed by borrower’s own
    equity. The lower LTV, the better it is. This Ratio stems from the principle that where the borrowers
    own contribution of the asset cost is high, the chances of default are lower. To illustrate for a Truck
    costing Rs.20 lakhs, if the borrower has himself contributed Rs.10 lakh and has taken only Rs.10 lakh


                                                                                                           12
as a loan, he is going to have lesser propensity to default as he would lose an asset worth Rs.20 lakhs
if he defaults in repaying an installment. This is as against a borrower who may meet only Rs.2 lakh
out of his own equity for a truck costing Rs.20 lakh. Between the two scenarios given above, the latter
would have higher risk of default than the former.

Average seasoning of the pool: indicates whether borrowers have already displayed repayment
discipline. To illustrate, in the case of a personal loan, if a pool of assets consist of those who have
already repaid 80% of the installments without default, this certainly is a superior asset pool than one
where only 10% of installments have been paid. In the former case, the portfolio has already
demonstrated that the repayment discipline is far higher.

Default rate distribution: Indicates how much % of the pool and overall portfolio of the originator is
current, how much is in 0-30 DPD (days past due), 30-60 DPD, 60-90 DPD and so on. The rationale
here is very obvious, as against 0-30 DPD, the 60-90 DPD is certainly a higher risk category.

Unlike in plain vanilla instruments, in securitisation transactions it is possible to work towards a
target credit rating, which could be much higher than the originator’s own credit rating. This is
possible through a mechanism called ‘Credit enhancement’is fulfilled by filtering the underlying asset
classes and applying selection criteria, which further diminishes the risk inherent for a particular asset
class. The purpose of credit enhancement is to ensure timely payment to the investors, if the actual
collection from the pool of receivables for a given period are short of the contractual payouts on
securitisation. Securitisation is normally non-recourse instruments and therefore, the repayment on
securitisation would have to come from the underlying assets and the credit enhancement. Therefore,
the rating criteria centrally focus on the quality of the underlying assets.
World over, the quality of credit ratings is measured by default rates and stability. An analysis of
rating transition and default rates, witnessed in both international and domestic arena, clearly reveals
that structured finance ratings have been characterized by far lower default and transition rates than
that of plain vanilla debt ratings. Further, internationally, in case of structured finance ratings, not
only are the default rates low but post default recovery is also high.
In the Indian scenario, also, more than 95% of issuances have been AAA rated issuances indicating
the strength of the underlying assets as well as adequacy of credit enhancement.


Investment exposure of the Fund with reference to Securitised Debt
The Fund will predominantly invest only in those securitisation issuances which have AAA rating
indicating the highest level of safety from credit risk point of view at the time of making an
investment. The Fund will not invest in foreign securitised debt.

The fund may invest in various type of securitisation issuances, including but not limited to Asset
Backed Securitisation, Mortgage Backed Securitisation, Personal Loan Backed Securitisation,
Collateralized Loan Obligation / Collateralized Bond Obligation and so on.
The fund does not propose to limit its exposure to only one asset class or to have asset class based
sub-limits as it will primarily look towards the AAA rating of the offering.
The fund will conduct an independent due diligence on the cash margins, collateralisation, guarantees
and other credit enhancements and the portfolio characteristic of the securitisation to ensure that the
issuance fits in to the overall objective of the investment in high investment grade offerings
irrespective of underlying asset class.




                                                                                                       13
Risk Factors specific to investments in Securitised Papers
Types of Securitised Debt vary and carry different levels and types of risks. Credit Risk on
Securitised Bonds depends upon the Originator and varies depending on whether they are issued with
Recourse to Originator or otherwise.
Even within securitised debt, AAA rated securitised debt offers lesser risk of default than AA rated
securitised debt. A structure with Recourse will have a lower Credit Risk than a structure without
Recourse.
Underlying assets in Securitised Debt may assume different forms and the general types of
receivables include Auto Finance, Credit Cards, Home Loans or any such receipts, Credit risks
relating to these types of receivables depend upon various factors including macro economic factors
of these industries and economies. Specific factors like nature and adequacy of property mortgaged
against these borrowings, nature of loan agreement/ mortgage deed in case of Home Loan, adequacy
of documentation in case of Auto Finance and Home Loans, capacity of borrower to meet its
obligation on borrowings in case of Credit Cards and intentions of the borrower influence the risks
relating to the asset borrowings underlying the securitised debt.
Holders of the securitised assets may have low credit risk with diversified retail base on underlying
assets especially when securitised assets are created by high credit rated tranches, risk profiles of
Planned Amortisation Class tranches (PAC), Principal Only Class Tranches (PO) and Interest Only
class tranches (IO) will differ depending upon the interest rate movement and speed of prepayment.
Unlike in plain vanilla instruments, in securitisation transactions, it is possible to work towards a
target credit rating, which could be much higher than the originator’s own credit rating. This is
possible through a mechanism called ‘Credit enhancement’. The process of ‘Credit enhancement’ is
fulfilled by filtering the underlying asset classes and applying selection criteria, which further
diminishes the risks inherent for a particular asset class. The purpose of credit enhancement is to
ensure timely payment to the investors, if the actual collection from the pool of receivables for a
given period is short of the contractual payout on securitisation. Securitisation is normally non-
recourse instruments and therefore, the repayment on securitisation would have to come from the
underlying assets and the credit enhancement. Therefore the rating criteria centrally focus on the
quality of the underlying assets.
The change in market interest rates – prepayments may not change the absolute amount of receivables
for the investors, but may have an impact on the re-investment of the periodic cash flows that the
investor receives in the securitised paper.
Limited Liquidity & Price risk
Presently, secondary market for securitised papers is not very liquid. There is no assurance that a
deep secondary market will develop for such securities. This could limit the ability of the investor to
resell them. Even if a secondary market develops and sales were to take place, these secondary
transactions may be at a discount to the initial issue price due to changes in the interest rate structure.
Limited Recourse, Delinquency and Credit Risk
Securitised transactions are normally backed by pool of receivables and credit enhancement as
stipulated by the rating agency, which differ from issue to issue. The Credit Enhancement stipulated
represents a limited loss cover to the Investors. These Certificates represent an undivided beneficial
interest in the underlying receivables and there is no obligation of either the Issuer or the Seller or the
originator, or the parent or any affiliate of the Seller, Issuer and Originator. No financial recourse is
available to the Certificate Holders against the Investors’ Representative. Delinquencies and credit
losses may cause depletion of the amount available under the Credit Enhancement and thereby the
Investor Payouts may get affected if the amount available in the Credit Enhancement facility is not
enough to cover the shortfall. On persistent default of a Obligor to repay his obligation, the Servicer
may repossess and sell the underlying Asset. However many factors may affect, delay or prevent the


                                                                                                        14
repossession of such Asset or the length of time required to realize the sale proceeds on such sales. In
addition, the price at which such Asset may be sold may be lower than the amount due from that
Obligor.
Risks due to possible prepayments: Weighted Tenor / Yield
Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in
the form of financial instruments Full prepayment of underlying loan contract may arise under any of
the following circumstances;
    Obligor pays the Receivable due from him at any time prior to the scheduled maturity date of that
    Receivable; or
    Receivable is required to be repurchased by the Seller consequent to its inability to rectify a
    material misrepresentation with respect to that Receivable; or
    The Servicer recognizing a contract as a defaulted contract and hence repossessing the underlying
     Asset and selling the same
In the event of prepayments, investors may be exposed to changes in tenor and yield.
Bankruptcy of the Originator or Seller
If originator becomes subject to bankruptcy proceedings and the court in the bankruptcy proceedings
concludes that the sale from originator to Trust was not a sale then an Investor could experience
losses or delays in the payments due. All possible care is generally taken in structuring the transaction
so as to minimize the risk of the sale to Trust not being construed as a “True Sale”. Legal opinion is
normally obtained to the effect that the assignment of Receivables to Trust in trust for and for the
benefit of the Investors, as envisaged herein, would constitute a true sale.
Bankruptcy of the Investor’s Agent
If Investor’s agent, becomes subject to bankruptcy proceedings and the court in the bankruptcy
proceedings concludes that the recourse of Investor’s Agent to the assets/receivables is not in its
capacity as agent/Trustee but in its personal capacity, then an Investor could experience losses or
delays in the payments due under the swap agreement. All possible care is normally taken in
structuring the transaction and drafting the underlying documents so as to provide that the
assets/receivables if and when held by Investor’s Agent is held as agent and in Trust for the Investors
and shall not form part of the personal assets of Investor’s Agent. Legal opinion is normally obtained
to the effect that the Investors Agent’s recourse to assets/receivables is restricted in its capacity as
agent and trustee and not in its personal capacity.
Credit Rating of the Transaction / Certificate
The credit rating is not a recommendation to purchase, hold or sell the Certificate in as much as the
ratings do not comment on the market price of the Certificate or its suitability to a particular investor.
There is no assurance by the rating agency either that the rating will remain at the same level for any
given period of time or that the rating will not be lowered or withdrawn entirely by the rating agency.
Risk of Co-mingling
The Servicers normally deposit all payments received from the Obligors into the Collection Account.
However, there could be a time gap between collection by a Servicer and depositing the same into the
Collection account especially considering that some of the collections may be in the form of cash. In
this interim period, collections from the Loan Agreements may not be segregated from other funds of
the Servicer. If the Servicer fails to remit such funds due to Investors, the Investors may be exposed
to a potential loss.

Due care is normally taken to ensure that the Servicer enjoys highest credit rating on stand
alone basis to minimize Co-mingling risk.


                                                                                                       15
    Investors are urged to study the terms of the Offer Document carefully before investing in this
    Scheme, and to retain this Offer Document for future reference.
•   Investors in the Scheme are not being offered any guaranteed returns.
•   Investors are advised to consult their Legal /Tax and other Professional Advisors in regard to
    tax/legal implications relating to their investments in the Scheme and before making decision to
    invest in the Scheme or redeem the Units in the Scheme.




                                                                                                 16
Sponsors
Prudential plc
Laurence Pountney Hill,
London EC4R DHH,
United Kingdom

ICICI Bank Limited
Landmark,
Race Course Circle,
Vadodara 390 007,
India

Asset Management Company
Prudential ICICI Asset Management Company Limited

Registered Office
12th Floor, Narain Manzil,
23, Barakhamba Road,
New Delhi – 110 001
Telephone: 011 - 23752515-18 Fax: 011-23358582

Corporate Office
8th Floor, Peninsula Tower, Peninsula Corporate Park,
Ganpatrao Kadam Marg, Off Senapati Bapat Marg,
Lower Parel, Mumbai 400 013.
Telephone: 022 - 24997000       Fax : 022 - 24997029

Trustee
Prudential ICICI Trust Limited
12th Floor, Narain Manzil,
23, Barakhamba Road,
New Delhi – 110 001

Registrar
Computer Age Management Services Private Limited
Unit: Prudential ICICI Mutual Fund
A&B Lakshmi Bhavan
609 Anna Salai
Chennai 600 006

Auditors to the Scheme
N. M. Raiji & Company
Universal Insurance Building
Sir Phiroze Shah Mehta Road
Mumbai 400 001

Custodian
Deutsche Bank AG
Custodial Services
222 Kodak House, D.N.Road
Mumbai-400 023.


                                                        17
Legal Advisors
A.R.A. LAW
Advocates & Solicitors
3/F, Mahatma Gandhi Memorial Building,
7, Netaji Subhash Road,
Charni Road (West),
Mumbai – 400 004




                                         18
                                  DUE DILIGENCE CERTIFICATE


It is confirmed that:


i)     The draft Offer Document forwarded to SEBI is in accordance with the SEBI (Mutual Funds)
       Regulations, 1996 and the guidelines and directives issued by SEBI from time to time.


ii)    All legal requirements connected with the launching of the Scheme and also the guidelines,
       instructions, etc. issued by the Government of India and any other competent authority in this
       behalf, have been duly complied with.


iii)   The disclosures made in the Offer Document are true, fair and adequate to enable the investors to
       make a well-informed decision regarding investment in the proposed Scheme.


iv)    The intermediaries named in the Offer Document, according to the information given to the AMC,
       are registered with SEBI and till date such registration is valid.




Place :    Mumbai
Date :     __________ 2006.
                                                                                     Ranganath Athreya
                                                                 Sr. Vice President – Legal, Compliance
                                                                                And Company Secretary


Note: The Due Diligence Certificate as stated above was submitted to SEBI on _________ 2006.




                                                                                                     19
                                             Definitions
   In this Offer Document, the following words and expressions shall have the meaning specified
                           herein, unless the context otherwise requires

Asset Management Company or          Prudential ICICI Asset Management Company Limited
AMC or Investment Manager            (formerly ICICI Asset Management Company Limited), the
                                     Asset Management Company incorporated under the
                                     Companies Act, 1956, and registered with SEBI to act as an
                                     Investment Manager for the schemes of Prudential ICICI
                                     Mutual Fund.
Applicable NAV                    Being a Close-ended Scheme, units of the Plans under the
(for purchases including switch Scheme can be purchased during New Fund Offer period only.
ins)                              In respect of valid applications received upto the Cut-off time
                                  of the last date of the New Fund offer period by the Mutual
                                  Fund along with a local cheque or demand draft payable at par
                                  at the place where the application is received, the units will be
                                  issued. No applications will be accepted after the Cut-off time
                                  by the Mutual fund.
Applicable NAV                    In respect of valid applications received upto the cut-off time
(for redemptions including switch on the business day on which repurchase facility is provided
outs)                             as prescribed on page no____ by the Mutual Fund, same day’s
                                     closing NAV shall be applicable.
                                     No applications will be accepted after the cut-off time on the
                                     business day on which repurchase facility is provided by the
                                     Mutual Fund, as stated above.
Business Day                    A day other than: (i) Saturday and Sunday; (ii) a day on which
                                the Banks in Mumbai or NSE or RBI are closed; (iii) a day on
                                which there is no Bank clearing/ settlement of securities or
                                (iv) a day on which the Sale and Redemption of Units is
                                suspended by the Trustee.
                                However, if the AMC's offices in such centers are open on
                                such local holidays, then redemption and switch requests will
                                be accepted at those centers, provided it is a Business Day for
                                the Plan on an overall basis. The AMC reserves the right to
                                declare any day as a non-business day at any of its locations at
                                its sole discretion.
Custodian                       Deutsche Bank AG, Mumbai, acting as Custodian to the Plan,
                                or any other custodian who is approved by the Trustee.
FII                             Foreign Institutional Investors registered with SEBI under
                                Securities and Exchange Board of India (Foreign Institutional
                                Investors) Regulations, 1995, as amended from time to time.
ICICI Bank                      ICICI Bank Limited
Investment           Management The Agreement dated September 3, 1993 entered into between
Agreement                       Prudential ICICI Trust Limited (formerly ICICI Trust
                                Limited) and Prudential ICICI Asset Management Company
                                Limited (formerly ICICI Asset Management Company
                                Limited) as amended from time to time.
NAV                             Net Asset Value of the Units of the Plan /Plans and Options
                                therein, calculated on weekly basis i.e. on every Wednesday in


                                                                                                      20
                                  the manner provided in this Offer Document or as may be
                                  prescribed by Regulations from time to time. If such date
                                  happens to be a non-business day, it would be computed on
                                  the day following the non-business day.
NRI                               Non-Resident Indian
Offer Document                    This document issued by Prudential ICICI Mutual Fund,
                                  offering Units of Prudential ICICI Fixed Maturity Plan Series
                                  35 under various plans.
Prudential                        Prudential plc of the U.K. and includes, wherever the context
                                  so requires, its wholly owned subsidiary Prudential
                                  Corporation Holdings Limited.
RBI                               Reserve Bank of India, established under the Reserve Bank of
                                  India Act, 1934, as amended from time to time.
SEBI                              Securities and Exchange Board of India established under
                                  Securities and Exchange Board of India Act, 1992, as
                                  amended from time to time.
Prudential ICICI Fixed Maturity   One Month Plan, Three Months Plan A, Three Months Plan B,
Plan – Series 35                  Three Months Plan C, One Year Plan A, One Year Plan B and
                                  Thirteen Months Plan including any Options/ sub-options as
                                  may be launched thereunder.
The Fund or Mutual Fund           Prudential ICICI Mutual Fund (formerly ICICI Mutual Fund),
                                  a trust set up under the provisions of the Indian Trusts Act,
                                  1882. The Fund is registered with SEBI vide Registration
                                  No.MF/003/93/6 dated October 13, 1993 as ICICI Mutual
                                  Fund and has obtained approval from SEBI for change in
                                  name to Prudential ICICI Mutual Fund vide SEBI’s letter
                                  dated April 16, 1998.
The Trustee                       Prudential ICICI Trust Limited (formerly ICICI Trust
                                  Limited), a company set up under the Companies Act, 1956,
                                  and approved by SEBI to act as the Trustee for the schemes of
                                  Prudential ICICI Mutual Fund.
The Regulations                   Securities and Exchange Board of India (Mutual Funds)
                                  Regulations, 1996, as amended from time to time.
Trust Deed                        The Trust Deed dated August 25, 1993 establishing ICICI
                                  Mutual Fund, (subsequently renamed Prudential ICICI Mutual
                                  Fund) as amended from time to time.
Trust Fund                        Amounts settled/contributed by the Sponsors towards the
                                  corpus of the Prudential ICICI Mutual Fund and
                                  additions/accretions thereto.
Unit                              The interest of an Investor, which consists of, one undivided
                                  shares in the Net Assets of a Plan.
Unitholder                        A holder of Units in any of the Plans of Prudential ICICI
                                  Fixed Maturity Plan Series 35.




                                                                                                  21
                Summary – Prudential ICICI Fixed Maturity Plan – Series 35


Name of the Scheme             Prudential ICICI Fixed Maturity Plan – Series 35 – One Month
                               Plan, Three Months Plan A, Three Months Plan B, Three
                               Months Plan C, One Year Plan A, One Year Plan B and Thirteen
                               Months Plan.
Structure                      Close-ended debt fund.
Features                       A close-ended debt Scheme seeking to generate regular returns
                               by investing in a portfolio of fixed income securities/ debt
                               instruments normally maturing in line with the time profile of
                               the Plans under the Scheme.
Application Amount             Retail Option: Minimum Rs.5,000/- per option and in multiples
                               of Re. 1 thereafter
                               Institutional Option: Minimum Rs. 2 crores per option and in
                               multiples of Re. 1 thereafter.
New Fund Offer Expenses        The entire New Fund offer expenses under the Scheme will be
                               borne by the Asset Management Company.
Liquidity                      Purchase of Units
                               Being a close-ended Scheme, investors can subscribe to the
                               Units of the Scheme during the New Fund Offer Period only.
                               To provide liquidity to investors, the Fund proposes to provide
                               repurchase facility at fortnightly intervals on every 2nd and 4th
                               Wednesday of each calendar month. If such date happens to be
                               the non-business day, repurchase facility would be available on
                               the following Business Day of the said date.
                               The investors may redeem the units on the dates on which
                               repurchase facility is available, at NAV based prices, subject to
                               the prevalent exit load provisions.
                               The Units of the Scheme will not be listed on any exchange, for
                               the present.
                               The Fund will, under normal circumstances, endeavour to
                               dispatch redemption cheques within 1 Business Day from the
                               date of acceptance of the redemption request at any of the
                               official point(s) of transaction(s). This service standard will
                               apply only at the centers where RBI handles clearing directly
                               and is able to transfer funds from Mumbai on the same-day-
                               value basis. In respect of all non-RBI centers, for redemption
                               payments, AMC will take additional day(s) – not exceeding 3
                               Business Days- that would essentially be linked to the time
                               taken by banks to clear funds at such Non-RBI centers.
Transparency                   NAV will be normally once a week i.e.every Wednesday and the
                               AMC shall also endeavor to have the NAV updated on AMC's
                               website (www.pruicici.com) on weekly basis on every
                               Wednesday. NAV of the Plan(s) shall be made available at all
                               Customer Service Centers of the AMC.



                                                                                                   22
                               AMC shall update the NAVs on the website of Association of
                               Mutual Funds in India - AMFI (www.amfiindia.com) on weekly
                               basis on every Wednesday. In case of any delay, the reasons for
                               such delay would be explained to AMFI and SEBI by the next
                               day. If the NAVs are not available before commencement of
                               business hours on the following day due to any reason, the Fund
                               shall issue a press release providing reasons and explaining
                               when the Fund would be able to publish the NAVs.

                               The Mutual Fund shall disclose the full portfolio of Plans under
                               the Scheme atleast on a half-yearly basis on the website of
                               AMC.
Maturity                       The Plans under the scheme shall be fully redeemed at the end
                               of the maturity period unless rolled over as per SEBI guidelines.
                              The Fund will, under normal circumstances, endeavour to
                              dispatch redemption cheques within 1 Business Day from the
                              date of acceptance of the redemption request at any of the
                              official point(s) of transaction(s). This service standard will
                              apply only at the centers where RBI handles clearing directly
                              and is able to transfer funds from Mumbai on the same-day-
                              value basis. In respect of all non-RBI centers, for redemption
                              payments, AMC will take additional day(s) – not exceeding 3
                              Business Days- that would essentially be linked to the time
                              taken by banks to clear funds at such Non-RBI centers.
Roll Over Facility            At the time of maturity, if it is perceived that the market outlook
                              for the similar securities/ instruments is positive and investment
                              in the similar kind of instruments would likely to fetch better
                              returns for the investors, then in the interest of the Investor, the
                              Trustees may decide to roll-over the Plans under the scheme.
                              This would be based on demand/ request of the investors for the
                              same. All other material details of the scheme/plans including
                              the likely composition of assets immediately before the roll
                              over, the net assets and net asset value of the scheme, will be
                              disclosed to the unitholders and a copy of the same filed with the
                              SEBI. Such rollover will always be permitted only in case of
                              those unitholders who express their consent in writing.
Repatriation facility         NRIs/PIOs/FIIs have been granted a general permission by RBI
                              [Schedule 5 of the Foreign Exchange Management (Transfer or
                              Issue of Security by a Person Resident Outside India)
                              Regulations, 2000] for investing in / redeeming units of the
                              schemes subject to conditions set out in the aforesaid
                              regulations.
Eligibility for Trusts        Religious and Charitable Trusts are eligible to invest in the Plans
                              under the Shceme under the provisions of Section 11(5)(xii) of
                              the Income-tax Act, 1961 read with Rule 17C of Income-tax
                              Rules, 1962.
Options available under   the Presently, there are two options available under each Plan of the
Plans of the Scheme           Scheme i.e. Institutional Option and Retail Option. Cumulative
                              and Dividend sub-options will be available under all the Plans of
                              the Scheme. Dividend reinvestment option shall be the default


                                                                                                     23
sub-options under One Month Plan, Three Months Plan A,
Three Months Plan B, Three Months Plan C and Cumulative
sub-option shall be the default sub-option under One Year Plan
A, One Year Plan B and Thirteen Months Plan.

The Trustee reserves the right to declare dividends under the
dividend option of the Scheme depending on the net
distributable surplus available under the Scheme. It should,
however, be noted that actual distribution of dividends and the
frequency of distribution will depend, inter-alia, on the
availability of distributable surplus and will be entirely at the
discretion of the Trustee.
The Trustee may, at a later date, decide to introduce any other
options under the Scheme, as is considered necessary.




                                                                    24
                             CONSTITUTION OF THE MUTUAL FUND


 ICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual Fund (“the Mutual Fund” or
 “the Fund”) has been constituted as a Trust in accordance with the provisions of the Indian Trusts Act,
 1882 (2 of 1882). The Mutual Fund was registered with SEBI on October 13, 1993.

 ICICI Mutual Fund was established by erstwhile ICICI Ltd. (Since merged with ICICI Bank Ltd), by
 execution of a Trust Deed dated August 25, 1993. Prudential plc, through its wholly owned subsidiary,
 Prudential Corporation Holdings Limited, has contributed an amount of Rs.12.2 lacs to the corpus of the
 Fund and has received permission for such contribution from the RBI vide letter No: CO.FID (I)
 4940/10/I.07.02.200 (221) 97-98 dated April 25, 1998. SEBI has approved the change in name of the
 Fund to Prudential ICICI Mutual Fund vide its letter IIMARP / 88 / 98 dated April 16, 1998. A deed of
 amendment to the Trust Deed dated August 25, 1993 was executed and registered.


 An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27,
 2005 for transfer of 6% of the Shareholding of Prudential Plc. in Prudential ICICI Asset Management Co.
 Ltd (AMC) and Prudential ICICI Trust Co. Ltd. (Trustee Company) to ICICI Bank Ltd. Consequent to the
 said transfer, with effect from August 26, 2005 ICICI Bank Limited holds shares aggregating to 51% of
 the share capital of AMC and Trustee Company, whereas the balance 49% is held by Prudential Plc. Of
 UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited.

 AMC has informed SEBI of the said transfer. SEBI has vide its letter IMD/RK/42692/05 dated June 15,
 2005 taken note of the proposed transfer.
i)   Sponsors
 Prudential plc (formerly known as Prudential Corporation plc)


 Prudential plc is a leading international financial services group providing retail financial products and
 services and fund management to many millions of customers worldwide. As a group Prudential plc has,
 as of December 31, 2005, over GBP234 billion of funds under management, more than 16 million
 customers and over 31,661 employees worldwide as of December 31, 2005.
 Given below is a brief summary of Prudential’s financials
                                                                   Year ended December 31 (Rs. Crores)

                      Description                              2005              2004           2003
      Total Income                                      348,822.25            315,853        266,818
      Profit Before Tax                                   18,193.89             5,513           2,969
      Profit After Tax                                     6,344.54             3,630           1,764
      Shareholders’ Funds                                 45,514.41            36,311         27,804
      Earnings per share (Rs.)                                26.80             17.05            9.17
      Equity Capital (5 Pence per share)                   1,009.36          1,009.36         848.20
      Free Reserves                                       44,505.05            35,302         26,956
      Net-worth                                           45,514.41            36,311         27,804



                                                                                                        25
                    Description                               2005               2004          2003
     Book Value per share (Rs.)                             191.24            152.57         139.02
     Dividend per share (in Pence)                          16.32p            15.84p            16p
     Percentage of dividend per share                    326.40%            316.80%           320%

ICICI Bank Limited
Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has
accorded its approval in recognizing ICICI Bank Ltd. As a co-sponsor consequent to the merger of ICICI
Ltd. With ICICI Bank Ltd.


ICICI Bank is India's second-largest bank with total assets of about Rs. 251,389 crores as at March 31,
2006 and profit after tax of Rs. 2540 crores for the year ended March 31, 2006 (Rs. 2005 crores for the
year ended March 31, 2005). ICICI Bank has a network of about 614 branches and extension counters and
over 2,200 ATMs. ICICI Bank offers a wide range of banking products and financial services to corporate
and retail customers through a variety of delivery channels and through its specialised subsidiaries and
affiliates in the areas of investment banking, life and non-life insurance, venture capital and asset
management. ICICI Bank set up its international banking group in fiscal 2002 to cater to the cross border
needs of clients and leverage on its domestic banking strengths to offer products internationally. ICICI
Bank currently has subsidiaries in the United Kingdom, Russia and Canada, branches in Singapore,
Bahrain, Hong Kong, Sri Lanka and Dubai International Finance Centre and representative offices in the
United States, United Arab Emirates, China, South Africa and Bangladesh. UK subsidiary of ICICI Bank
has established a branch in Belgium. ICICI Bank is the most valuable bank in India in terms of market
capitalisation. (Source: Overview at www.icicibank.com).

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its
wholly-owned subsidiary. ICICI's shareholding in ICICI Bank was reduced to 46% through a public
offering of shares in India in fiscal 1998, an equity offering in the form of ADRs listed on the NYSE in
fiscal 2000, ICICI Bank's acquisition of Bank of Madura Limited in an all-stock amalgamation in fiscal
2001, and secondary market sales by ICICI to institutional investors in fiscal 2001 and fiscal 2002. ICICI
was formed in 1955 at the initiative of the World Bank, the Government of India and representatives of
Indian industry.
Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal
Financial Services, ICICI Capital Services and ICICI Bank, sanctioned by the High Court of Gujarat and
the High Court of Judicature at Bombay and approved by the Reserve Bank of India, ICICI, ICICI
Personal Financial Services and ICICI Capital Services were merged with ICICI Bank in an all-stock
merger. ICICI Bank is the surviving legal entity in the amalgamation.

Given below is a brief summary of ICICI Bank’s financials:(Rs. in crores)
                                            *Year ended          * Year ended           * Year ended
                                              March 31,             March 31,              March 31,
                                                   2004                  2005                   2006
Total Income                                    11,958.96            12,826.04             18,767.64
Profit After Tax                                 1,637.10             2,005.20               2,540.07
Free Reserves @                                  7,394.16            11,813.20             21,316.16



                                                                                                        26
                                             *Year ended          * Year ended           * Year ended
                                               March 31,             March 31,              March 31,
                                                    2004                  2005                   2006
Net Worth                                         8,010.56            12,549.98              22,205.99
Earnings per Share (Rs.) (diluted)                   26.44                 27.33                  32.15
Book Value per Share (Rs.)                          129.96               170.33                 249.55
Dividend                                              75%                   85%                    85%
Paid Up Capital (Equity) $                          616.40               736.78                 889. 83
(Preference) #                                         350                   350                   350

* The results include the result of erstwhile ICICI Limited and its subsidiaries, ICICI Personal Financial
Services Limited and ICICI Capital Services Limited, amalgamated with the Bank w.e.f. March 30, 2002.
The financials for the current periods are not comparable with the earlier periods.
@ Excludes revaluation reserve
$ Includes in 2002, Rs. 392.67 crores for shares to be issued to shareholders of ICICI Limited on
amalgamation, further, during the year ended March 31, 2003, the Bank allotted 3,000 shares pursuant to
exercise of employee stock options.
# Represents in 2002, face value of 350 preference shares to be issued to shareholders of ICICI Ltd on
amalgamation, redeemable at par on April 20, 2018. As per the notification received from Ministry of
Finance, the restriction of section 12(1) of the Banking Regulation Act, 1949, prohibiting banks
established after 1944 from holding preference shares, is not applicable to the Bank for a specified period.
Note: ICICI Bank has raised Rs. 324600 Crores of equity in April 2004 (including a green shoe option)


An Amendatory Agreement was entered into between Prudential Plc. And ICICI Bank Ltd on May 27,
2005 for transfer of 6% of the Shareholding of Prudential Plc. In Prudential ICICI Asset Management
Company Limited (AMC) to ICICI Bank Ltd. Consequent to the said transfer, with effect from August
26, 2005 ICICI Bank Limited holds shares aggregating to 51% of the share capital of AMC, whereas the
balance 49% is held by Prudential Plc. Of UK, through its wholly owned subsidiary, Prudential
Corporation Holdings Limited.

ii)     The Trustee Company (The Trustee) – Prudential ICICI Trust Limited
Prudential ICICI Trust Limited, a company incorporated under the Companies Act, 1956 is the Trustee to
the Fund vide Trust Deed dated August 25, 1993 as amended from time to time.
An Amendatory Agreement was entered into between Prudential Plc. And ICICI Bank Ltd on May 27,
2005 for transfer of 6% of the Shareholding of Prudential Plc. In Prudential ICICI Trust Co. Ltd. (Trustee
Company) to ICICI Bank Ltd. Consequent to the said transfer, with effect from August 26, 2005 ICICI
Bank Limited holds shares aggregating to 51% of the share capital of the Trustee Company, whereas the
balance 49% is held by Prudential Plc. Of UK, through its wholly owned subsidiary, Prudential
Corporation Holdings Limited.




                                                                                                          27
The Directors of the Trustee Company are:

 Mr. Eruch .B. Desai                        Partner
 (S/o. Mr. Byramsha Desai)                  Mulla & Mulla & Craigie Blunt & Caroe
 81, Sonarica                               Director
 33-A, Pedder Road                          Birla Global Finance Ltd.
 Mumbai 400 026                             Bekaert Industries Pvt.Ltd.
 Solicitor and Advocate                     The Century Textiles & Industries Ltd.
                                            Dolphin Fisheries & Trading Pvt.Ltd.
                                            Hercules Hoists Ltd. (Alternate director)
                                            Hindalco Industries Ltd.
                                            Matsushita Lakhanpal Battery India Ltd.
                                            Kennametal Widia (India) Ltd. (Alternate)
                                            Supreme Industries Ltd.




                                                                                        28
 Mr. Keki Bomi Dadiseth *                          Director
 (S/o. Bomi Kharshed Dadiseth)                     Prudential plc
 8-A, Manek,                                       ICICI Prudential Life Insurance Co. Ltd.
 L.D. Ruparel Marg, Malabar Hill,                  Siemens Ltd.
 Mumbai 400 006                                    Nicholas Pirmal India Ltd.
                                                   Indian Hotels Company Ltd.
                                                   Britannia Industries Ltd.
                                                   Omnicom India Pvt. Ltd..
                                                   Times Global Broadcasting Co. Ltd.
                                                   Trustee
                                                   Sir Ratan Tata Trust
                                                   Bai Hirabai J.N. Tata Trust, Navsari
                                                   Charitiable Institution
                                                   Member
                                                   Indian School of Business - Member,
                                                   Executive Board
                                                   Marsh & Mclennan Companies Inc. –
                                                   Member International Advisory Board
                                                   Breach Candy Hospital Trust- Member,
                                                   Managging Committee
                                                   Advisor
                                                   Goldman Sachs- International Advisor
 Mr. D. J. Balaji Rao                              Director
 (S/o D. B. Jagannath Rao)                         Ashok Leyland Ltd. – Chennai
 D-103, Adarsh Residency                           Bajaj Auto Ltd. – Pune
 47th Cross (2nd Main)                             3M INDIA Ltd. – Bangalore
 Jayanagar, 8th Block                              South East Asia Marine Engg. &
 Bangalore – 560082                                Construction Ltd. – Mumbai
                                                   Graphite India Ltd. – Kolkata
                                                   Ennore Foundries Ltd. – Chennai
                                                   JSW Energy Limited (erstwhile Jindal
                                                   Thermal Power Co. Ltd.) – Mumbai
 Mr. M S Parthasarathy                             Managing Trustee
 (S/o Late M.S. Tiruvenkatachari)                  SFL Shares Trust
 B2 Ashok Svasti, 33 Balakrishna Road
 Valmiki Ngr, Tiruvanmiyur                         Director
 Chennai – 600041                                  Sundaram Home Finance Ltd., Chennai
 Ms. Vishakha Mulye*                               Director
 (W/o. Vivek Mulye)                                National Stock Exchange of India Ltd.
 303, Atria, Akruti Niharika Complex, Prof. N.S.   Mukand Ltd.
 Phadke Marg,                                      Gas & Power Investment Company Ltd.
 Andheri (East), Mumbai – 400 069

*Mr. Keki Bomi Dadiseth is a Nominee Director of Prudential plc U.K. and Ms. Vishakha Mulye is a
Nominee Director of ICICI Bank Limited.

iii)    Rights and Obligations of the Trustee under the Trust Deed and the Regulations
Pursuant to the Deed of Trust dated August 25, 1993 constituting the Mutual Fund and in terms of the
Regulations the rights and obligations of the Trustee are as under:




                                                                                                 29
1.    The Trustee shall have a right to obtain from the AMC such information as is considered necessary
        by it.

2.    The Trustee shall ensure before the launch of any scheme that the Asset Management Company has:


     i.        systems in place for its back office, dealing room and accounting;

     ii.        appointed all key personnel including fund manager(s) for the scheme(s) and submitted to the
                Trustee their bio-data which shall contain the educational qualifications, past experience in the
                securities market within fifteen days of their appointment;


     iii.         appointed auditors to audit the accounts of the schemes;


      iv.         appointed a compliance officer to comply with regulatory requirements and to redress
                  investor grievances;

          v.       appointed registrars and laid down parameters for their supervision;

      vi.          prepared a compliance manual which is updated by including all the provisions of
                  regulations and guidelines issued by SEBI from time to time and designed internal control
                  mechanisms including internal audit systems commensurate with the size of the mutual
                  fund.

     vii.         Specified norms for empanelment of brokers and marketing agents.

3.    The Trustee shall ensure that the AMC has been diligent in empanelling the brokers, in monitoring
        securities transactions with brokers and avoiding undue concentration of business with any
        broker.

4.    The Trustee is required to ensure that the AMC has not given any undue or unfair advantage to any
        associate or dealt with any of the associates of the AMC in any manner detrimental to the
        interests of the Unitholders.

5.    The Trustee is required to ensure that the transactions entered into by the AMC are in accordance
        with the Regulations and the provisions of the Scheme.

6.    The Trustee is required to ensure that the AMC has been managing the schemes independently of
        other activities and has taken adequate steps to ensure that the interest of investors of one Scheme
        are not compromised with those of any other Scheme or of other activities of the AMC.

7.    The Trustee is required to ensure that all the activities of the AMC are in accordance with the
        provisions of the Regulations and shall exercise general and specific due diligence as required
        under the Regulations.

8.    Where the Trustee has reason to believe that the conduct of the business of the Fund is not in
       accordance with these Regulations and the provisions of Scheme it is required to take such
       remedial steps as are necessary by it and to immediately inform SEBI of the violation and the
       action taken by it.


                                                                                                              30
9.    Each Director of the Trustee is required to file with the Trust the details of each securities
        transaction, which exceed the value of Rs.1 lakh on a quarterly basis.

10.   The Trustee is accountable for and is required to be the custodian of the Fund’s property of the
        respective Scheme and to hold the same in trust for the benefit of the Unitholders in accordance
        with the Regulations and the provisions of the Trust Deed.


11.   The Trustee is required to take steps to ensure that the transactions of the Fund are in accordance
        with the provisions of the Trust Deed.

12.   The Trustee is responsible for the calculation of any income due to be paid to the Mutual Fund and
        also of any income received in the Mutual Fund for the holders of the units of any scheme in
        accordance the Regulations and the Trust Deed.

13.     The Trustee shall obtain the consent of the Unitholders:

        a. whenever required to do so by SEBI, in the interest of Unitholders
        b. whenever required to do so on the requisition made by three-fourths of the Unitholders of the
           Scheme.
        c. when the Trustee decides to wind up or prematurely redeem the units.

14.     The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust
        or fee and expenses payable or any other change which would modify the scheme and affects the
        interests of unit holders is carried out unless:
        - a written communication about the proposed change is sent to each Unitholder and
        - an advertisement is given in one English daily newspaper having nationwide circulation as
           well as in a newspaper published in the language of the region where the Head Office of the
           mutual fund is situated; and
        - the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit
           load.
        Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of
        the Scheme will be obtained through voting, by mail. Detailed modalities of the same, including
        the principles for entitlement of votes for each Unitholder will be finalized in consultation with
        and after obtaining the approval of SEBI and the Trustee.

15.     The Trustee is required to call for the details of transactions in securities by the key personnel of
        the AMC in their own names or on behalf of the AMC and report the same to SEBI as and when
        called for.

16.     The Trustee is required to review quarterly, all transactions carried out between the Fund, the
        AMC and its associates.

17.     The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall
        ensure that the AMC makes up for the shortfall as per clause (f) of sub regulation (1) of
        Regulation 21 of the Regulations.




                                                                                                          31
18.   The Trustee is required to periodically review all service contracts such as custody arrangements
      and transfer agency, and satisfy itself that such contracts are executed in the interest of the
      Unitholders.

19.   The Trustee is required to ensure that there is no conflict of interest between the manner of
      deployment of its net worth by the AMC and the interest of the Unitholders.

20.   The Trustee is required to periodically review the investor complaints received and the redressal
      of the same by the AMC.


21.   The Trustee is required to abide by the Code of Conduct as specified in the Fifth Schedule of the
      Regulations.

22.   The Trustee has to furnish to SEBI on a half yearly basis:-

          a) a report on the activities of the Fund covering the details as prescribed by SEBI;

          b) a certificate stating that the Trustees have satisfied themselves that there have been no
             instances of self dealing or front running by any of the Trustee, directors and key
             personnel of the AMC;

          c) a certificate to the effect that the AMC has been managing the schemes independently of
             any other activities and in case any activities of the nature referred to in sub Regulation
             (2) of Regulation 24 of the Regulations have been undertaken, the AMC has taken
             adequate steps to ensure that the interest of the Unitholders is protected.

23.   The independent Directors of the Trustee are required to give their comments on the report
      received from the AMC regarding the investments by the Mutual Fund in the securities of the
      group companies of the sponsors.

24.   No amendments to the Trust Deed shall be carried out without the prior approval of SEBI and
      Unitholders approval/ consent will be obtained where it affects the interests of Unitholders as per
      the procedure / provisions laid down in the Regulations.

25.   The Trustees shall exercise general and specific due diligence required under the Regulations.

26.   Trustee shall maintain high standards of integrity and fairness in all their dealings and in the
      conduct of their business.

27.   Trustee shall render at all times high standards of service, exercise due diligence, ensure proper
      care and exercise independent professional judgement.

28.   The independent directors of the Trustee shall pay specific attention to the following as may be
      applicable, namely:

      a) The Investment Management Agreement and the compensation paid under the agreement.
      b) Service contracts with affiliates – whether the asset management company has charged higher
         fees than outside contractors for the same services.
      c) Selection of the asset management company’s independent directors
      d) Securities transactions involving affiliates to the extent such transaction are permitted.


                                                                                                       32
         e) Selecting and nominating individuals to fill independent directors vacancies.
         f) Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by
            insiders in connection with personal securities transactions.
         g) The reasonableness of fees paid to sponsors, asset management company and any others for
            services provided.
         h) Principal underwriting contracts and renewals
         i) Any service contracts with the associates of the asset management company.

29.      Notwithstanding anything contained in sub-regulations (1) to (25) of regulation 18 of the
         Regulations, the Trustees shall not be held liable for acts done in good faith if they have exercised
         adequate due diligence honestly.

30.      SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings
         of the Trustees shall be held at least once in every two calendar months and at least six such
         meetings should be held every year. Further, as per the Regulations, for the purposes of
         constituting the quorum for the meetings of the Trustees, at least one Independent Trustee or
         Director should be present during such meetings.

 During the year 2005 – 2006, six meetings of the Directors of the Trustees were held and during the
 period from April 1, 2006 to October 31, 2006 four meetings of the Directors of the Trustee were held.
 The Trustee’s supervisory role is discharged by reviewing the information and the operations of the Fund
 based on reports submitted at the Board Meetings of the Trustee, by reviewing the reports being
 submitted by the Internal Auditor and the bi-monthly, quarterly and half-yearly compliance reports. The
 Trustee also conducts a detailed review of the half-yearly and annual accounts of the schemes of the
 Fund and discusses the matters arising there from with the Statutory Auditors of the Fund.

iii) Trusteeship Fees
     Pursuant to the Deed of Trust constituting the Fund, the Fund is authorized to pay the Trustee a fee
     for its services in such capacity of a sum, presently computed at the rate of upto 0.05% of the amount,
     being the aggregate of the Trust Fund and Unit Capital of all the Schemes put together on April 1 of
     each year or a sum of Rs.5 lacs, whichever is higher. The Trustee may charge further fees as
     permitted from time to time under the Trust Deed and the Regulations.

      SEBI has, in terms of its letter No.MFD/LV/059/00 dated January 31, 2000 approved an amendment
      to Trust Deed. The amendment authorizes the Trustee to decide upon the Trusteeship Fee to be
      charged from the Mutual Fund at the beginning of each financial year (April 1 to March 31), subject
      to the maximum limit of 0.05% to be arrived at as indicated above. The amendment does not in any
      way, adversely impact or alter the interests of Unitholders under the existing schemes of the Fund.

iv) Management Of Asset Management Company (AMC)
    ICICI Asset Management Company Limited (I-AMC), a company registered under the Companies
    Act, 1956, was established by ICICI as its wholly owned subsidiary, to act as the Investment Manager
    of the ICICI Mutual Fund vide the Investment Management Agreement dated September 3, 1993.
    Consequent to a review of long-term business strategy of the AMC, it was decided to further
    strengthen commitment to the individual investor segment. As a part of this Scheme, Prudential plc.
    (formerly known as Prudential Corporation plc.) of the UK (Prudential) was inducted as the new joint
    venture partner.

      I-AMC was approved by SEBI to act as the Investment Manager of ICICI Mutual Fund vide its letter
      No.IIMARP/MF/22356 dated October 12, 1993. Consequent to the restructuring of shareholding
      pattern as stated above, SEBI vide its letter No.IIMARP\631\98 dated March 11, 1998 accorded its


                                                                                                           33
    approval for the induction of Prudential plc (through its wholly own subsidiary, Prudential
    Corporation Holdings Limited) as a shareholder of the AMC. The AMC has applied and secured
    approval from the Registrar of Companies, Delhi and Haryana, for its change of name to Prudential
    ICICI Asset Management Company Limited, vide letter No.21/55-54135/320 dated March 26, 1998.

    An Amendatory Agreement was entered into between Prudential Plc. And ICICI Bank Ltd on May
    27, 2005 for transfer of 6% of the Shareholding of Prudential Plc. In I-AMC to ICICI Bank Ltd.
    Consequent to the said transfer, with effect from August 26, 2005 ICICI Bank Limited holds shares
    aggregating to 51% of the share capital of Prudential ICICI Asset Management Company Limited
    (AMC), whereas the balance 49% is held by Prudential Plc. Of UK, through its wholly owned
    subsidiary, Prudential Corporation Holdings Limited.

   The AMC will manage the schemes of the Fund, including the Scheme mentioned in this Offer
   Document, in accordance with the provisions of Investment Management Agreement, the Trust Deed,
   the Regulations and the objectives of each of the schemes.

   AMC has obtained registration from SEBI vide Registration No.INP000000373 dated February 29,
   2000 read with a renewed certificate dated February 27, 2003, to act as a Portfolio Manager under
   SEBI (Portfolio Managers) Regulations, 1993. Further, the Mutual Funds Division of SEBI, vide its
   letter no. MFD/LV/248/2000 dated May 10, 2000, conveyed its no objection for the AMC
   undertaking PMS activities subject to the AMC complying with the requirements as envisaged in
   Regulation 24(2) of SEBI (Mutual Funds) Regulations, 1996. The AMC has commenced the Portfolio
   Management activities, after complying with the regulatory requirements. The same are not in conflict
   with the mutual fund activities. Further, SEBI vide its letter dated May 31, 2005 having reference no.
   IMD/RK/41539/05 has conveyed its no objection for the AMC to undertake Advisory Services to
   Offshore Funds.

v) Board of Directors of the AMC

Mr. K. V. Kamath
Radhika’, 930 TPS IV, Off Sayani Road, Opp. Ravindra Natya Mandir, Prabhadevi, Mumbai 400
025

Mr. Kamath has a degree in mechanical engineering and a master’s degree in business administration
from the Indian Institute of Management Ahmedabad.
Mr.Kamath is the Managing Director and Chief Executive Officer of ICICI Bank Limited. Mr. Kamath
has a degree in mechanical engineering and a master’s degree in business administration from the Indian
Institute of Management, Ahmedabad. He started his career in 1971 at ICICI, an Indian financial
institution that later founded ICICI Bank, and merged with it in 2002. In ICICI, Mr. Kamath worked in
project finance and corporate strategy and was involved with setting up new businesses and institutions in
the areas of leasing, venture capital and credit rating. In 1988, he moved to the Asian Development Bank
and spent several years in south-east Asia before returning to ICICI as its Managing Director and CEO in
1996. Over the next few years, the ICICI group transformed itself into a diversified, technology-driven
universal banking group, that includes India’s leading retail bank as well its leading private sector
insurance companies. ICICI Bank was named the “Best Managed Bank in Asia” by Euromoney in 2002.
Mr. Kamath was named Asian Business Leader of the Year by CNBC in 2001.


Mr. Kamath is currently a Member of the National Council of the Confederation of Indian Industry, the
apex chamber of commerce of Indian industry. He is also a member of the Board of Directors of Visa



                                                                                                       34
International (Asia-Pacific). Mr. Kamath is also a Member of the Governing Boards of prestigious
educational institutions including the Indian Institute of Management – Ahmedabad, Indian School of
Business – Hyderabad and Manipal Academy of Higher Education – Manipal


Mr. Barry Stowe
One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong Kong


Mr. Barry Stowe is the Chief Executive of Prudential Corporation Asia. He is responsible for an
extensive network of over 30 life insurance and fund management operations spanning 12 diverse
markets.
Prior to joining Prudential, Mr. Barry was President of Accident & Health Worldwide for AIG Life
Companies, overseeing more than 100 operations across six continents. Mr. Barry was also pivotal in
building the Accident & Health unit into one of AIG’s most profitable businesses, accounting for over
30% of AIG Life Companies’ total earnings by 2005. Mr. Barry has considerable experience in the Asian
market, having spent three years as the Regional Head for AIG Accident & Health in Southeast Asia
before his appointment to the Hong Kong-based role of President, Accident & Health Worldwide. In
addition to his eleven years with AIG, Mr. Barry’s extensive career in the insurance industry includes his
tenure as President & CEO of Nisus, a subsidiary of the Pan American Life Insurance Company, and
several leadership positions at Willis Corroon, a global risk management and insurance brokerage based
in the U.S.
Mr. Barry is actively involved with a number of charities and community organisations, with a focus on
the needs of children.

Mr. Ajay Srinivasan
Prudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street,
Central, Hong Kong

Mr. Srinivasan is Chief Executive, Fund Management, Prudential Corporation Asia responsible for its
mutual funds / Institutional Funds business in Asia. Mr. Srinivasan was the Managing Director of the
Prudential ICICI Asset Management Company Ltd. during the period March 1998 to December 2000 and
was responsible for the development of business of the Company and its day-to-day management.

Mr. Srinivasan has significant experience in managing asset management companies. As the Deputy
Chief Executive of ITC Threadneedle AMC. Mr. Srinivasan was part of the team responsible for making
policy for ITC Threadneedle AMC Ltd and was also head of the fund management function. Prior to his
tenure at ITC Threadneedle, Mr. Srinivasan was a member of the ITC Group’s Financial Services
Division and was responsible for establishing, planning and running several businesses at ITC, including
the stock broking business, Over the Counter Exchange business, the private equity business and
investment banking business. Mr. Srinivasan began his career at ICICI where, as a part of project
appraisal team, he assessed the feasibility of several projects in various sectors.

Mr. Srinivasan has a Post Graduate Diploma in Business Management from Indian Institute of
Management, Ahmedabad, specializing in finance. He has a Bachelor’s Degree in Economics (Honours)
from St. Stephens’ College, New Delhi.

Ms. Kalpana Morparia
B92, Ocean Gold CHS, Twin Tower Lane, Prabhadevi, Mumbai – 400 025.




                                                                                                       35
Ms. Kalpana Morparia is a graduate in law from Bombay University.
Ms. Kalpana Morparia is the joint Managing Director of ICICI Bank Limited. Ms. Morparia is
responsible for the Corporate Centre at ICICI Bank. The Corporate Centre comprises the finance and
treasury, planning and strategy, risk management, human resources management, legal and corporate
communications and corporate brand management functions and is responsible for ensuring strategic
consistency across the ICICI group. Ms. Morparia is the official spokesperson for ICICI Bank. Ms.
Morparia joined ICICI Limited in 1975. She worked in the areas of planning, treasury, resources and
corporate legal services. In 2001, she led the ICICI group’s major corporate structuring initiative, the
merger of ICICI Limited with ICICI Bank to create India’s second largest bank. Ms. Morparia has served
on several committees constituted by the Government of India.

Mr. K. S. Mehta
C-70 Panchsheel Enclave, New Delhi 11 0017

Mr. Mehta is a Senior Partner of S.S. Kothari & Co., Chartered Accountants, and heads the firm’s
management consultancy division. Mr. Mehta specializes in corporate financial planning, restructuring,
project financing and working capital control. He has an in-depth knowledge of industry in his capacity as
Director of some of the leading companies and as a management consultant.

Mr. Mehta is a Member of the Managing Committee of Federation of Indian Chambers of Commerce and
Industry (FICCI). He is a former Member of the Advisory Committee on Primary Markets set up by
SEBI, a Former Director on the Board of the National Stock Exchange of India Limited and is the past
President of PHD Chamber of Commerce & Industry.


Mr. Mehta is a FCA and has a Bachelor of Commerce (Hons.) Degree.

Mr. Dadi Engineer
Flat no.4, 1st Floor, Shiv Shanti Bhuvan, 146 M. Karve Road, Opp. The Oval, Mumbai – 400 020.

Mr. Engineer is a Solicitor and Advocate and is a Senior Partner at Crawford Bayley & Co. He has over
40 years experience in the legal profession and has expertise in various aspects of Corporate Law, Indirect
Taxation, Foreign Exchange, Imports, Trade Control Regulations and Civil and Constitutional Law.

Mr. Engineer is the President of the Managing Committee of Bombay Incorporated Law Society and
served as the Representative Member of the Governing Council of the Bar Association of India. He has
also been associated with the various committees set up by Bombay Chamber of Commerce and Industry
and Associated Chambers of Commerce and Industry.
Mr. Engineer is on the Boards of several leading domestic and multi-national companies.

Mr. B. R. Gupta
6B, Sheetal Apartments, Lokhandwala Complex, Andheri (W) , Mumbai 400 053.

Mr. Gupta is the former Executive Director of the Life Insurance Corporation of India (LIC). He was
working as Consultant (Investment) to GIC of India till December 2000.

Mr. Gupta has worked with LIC for over 35 years in various capacities and has had extensive experience
in the operations of the life insurance industry, specifically in the areas of investment, marketing,
underwriting and administration. Mr. Gupta also worked in the investment department of the LIC for 10
years and headed the department as Executive Director. He was responsible for managing LIC’s portfolio



                                                                                                        36
comprising a variety of investments. Subsequent to his retirement, till May 1999, he functioned as the
Investment Advisor to LIC.

Mr. Gupta is on the Boards of several companies and had been a Member of “The Administrative
Committee of Insurance Institute of India”, “The Committee of NSE on Development of the Debt Market
in India”, “The Executive Committee of the NSE” and “The Advisory Committee on Secondary Market
Operations of SEBI”. At present Mr. Gupta is an Advisor to IL&FS Academy for Insurance & Finance
Ltd., an initiative of IL&FS Group. Mr. Gupta is a M.A in English and has a LL.B. degree besides being a
Fellow of Insurance Institute of India.

Dr. (Mrs.) Swati A Piramal
95A, Benzer Terrace, Abdul Gaffar Khan Road, Worli Sea Face, Mumbai 400 018.

Dr. Swati A. Piramal, is a Medical Doctor (M.B.B.S.) from the University of Bombay. Dr. Piramal
graduated with a Masters Degree from Harvard School of Public Health, Boston USA, where she had the
unique honour of being selected Commencement Speaker at the 1992 Graduation Ceremony.
Dr. Swati A. Piramal is the Director-Strategic Alliances & Communications of Nicholas Piramal India
Limited. Her current responsibilities include Research & Development, Information Technology,
Medical Services, and Knowledge Management for the Healthcare Group of Piramal Enterprises.
Under her leadership, Piramal Enterprises has made significant progress in Discovery Research for
discovering and patenting new NCEs, new Drug Delivery Systems, Clinical Research for planning
clinical trials, new drug protocols and pharmacokinetics labs, herbal Research for DNA
fingerprinting and standardization of Ayurveda, the setting up of a Business R & D programme in the
Company (BDRD.
Dr. Piramal is a Member of the Drugs Technical Advisory Board and the Maharashtra Biotechnology
Council, Council of Scientific & Industrial Research (CSIR), State Bank of India Life Insurance
Company, Confederation of Indian Industries (CII), WHO IPR Committee – Commission on Intellectual
Property Rights, Innovation and Public Health. (CIPIH) and Chair of the Life science & Biotech
Committee and Economic Growth Committee. She heads the “Mahabioyatra” an initiative by the
Confederation of Indian Industry a Biotechnology network in Maharashtra. She is also on the Board of
Directors of the Indian Council for Research on International Economic Relations. (ICRIER).


Dr. Piramal has co-authored books on Health and Nutrition. One with Mrs. Tarla Dalal titled “Eat Your
Way to Good Health.” She has also published articles in many leading publications.

Ms. Shikha Sharma
16-A, Peregrine, 400, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025.
Ms. Sharma completed her Masters of Business Administration from the Indian Institute of Management
– Ahmedabad.
Ms. Shikha Sharma is the Managing Director & CEO of ICICI Prudential Life Insurance Company (“I-
Pru”). ICICI Prudential was amongst the first private sector companies in India to be awarded a life
license in December 2000, and since its inception the I-Pru has established itself as India’s leading private
life insurer, offering a complete range of products to meet the varying needs of the Indian customer.
She began her career with ICICI, one of India’s largest financial services providers, in 1980. She has been
instrumental in setting up various group businesses for ICICI, including investment banking and retail
finance.
Ms. Sharma was awarded for India’s most Powerful Woman in Business by Business Today, CEO of the



                                                                                                          37
year by Indira Group of Institutes, India’s greatest brand builders, and Institute of Marketing and
Management Award for Excellence in the year 2004.


Mr. Pankaj Razdan
Sherwin Ark, Bunglow No. 3, Bellscot Co-op Hsg. Society, Lokhandwala Complex, Andheri (W),
Mumbai 400058

Mr. Razdan is the Managing Director of the Prudential ICICI Asset Management Company Ltd. and is
responsible for development of the business of the Company and its day-to-day management.
Mr. Razdan has rich experience and knowledge in Sales, Distribution and Marketing. He began his career
with the HMG Financial Services Limited as a Marketing Manager. He then joined Karvy Securities
Limited where he worked for 5 years in its Distribution and Merchant Banking Division. Mr. Razdan
joined Prudential ICICI Asset Management Co. Ltd. in April 1998, as Vice President & Head – Sales and
Distribution of West Zone of the Company. In 1999, he headed the Sales and Distribution of the
Company in West and North Zone. He was promoted to become the Senior Vice President – Sales and
Distribution in February 2000 and Senior Vice President – Sales and Marketing in 2001. In March 2003
he took over the post of Deputy CEO with a responsibility to oversee Sales, Distribution and Marketing
for all India, Strategic Planning, Development and Customer Service.

Mr. Razdan has a Bachelors degree in Electronics and has graduated in Engineering specializing in
electronics.

ii)     Powers, Duties and Responsibilities of the AMC
The duties and responsibilities of the AMC shall be governed by the Regulations and the Investment
Management Agreement. The AMC, in the course of managing the affairs of the Mutual Fund, has the
power, inter-alia:
(a) to invest in, acquire, hold, manage or dispose of all or any securities and to deal with, engage in and
    carry out all other functions and to transact all business pertaining to the Fund;
(b) to keep the moneys belonging to the Trust with scheduled banks and Custodians as it may deem fit;
(c) to issue, sell and purchase Units under any Scheme;
(d) to repurchase the Units that are offered for repurchase and hold, reissue or cancel them;
(e) to formulate strategies, lay down policies for deployment of funds under various Schemes and set
    limits collectively or separately for privately placed debentures, unquoted debt instruments,
    securitised debts and other forms of variable securities which are to form part of the investments of
    the Trust Funds;
(f) to arrange for investments, deposits or other deployment as well as disinvestment or refund out of the
    Trust Funds as per the set strategies and policies;
(g) to make and give receipts, releases and other discharges for moneys payable to the Trust and for the
    claims and demands of the Trust;
(h) to get the Units under any scheme listed on any one or more stock exchanges in India or abroad;
(i) to open one or more bank accounts for the purposes of the Fund, to deposit and withdraw money and
    fully operate the same;
(j) to pay for all costs, charges and expenses, incidental to the administration of the Trust and the
    management and maintenance of the Trust property, Custodian and/or any other entities entitled for
    the benefit of the Fund, audit fee, management fee and other fees;



                                                                                                        38
(k) to furnish compliance reports to the Trustees as prescribed by SEBI.
(l) to provide or cause to provide information to SEBI and the Unitholders as may be specified by SEBI
    and
(m) to generally do all acts, deeds, matters and things which are necessary for any object, purpose or in
    relation to the Prudential ICICI Mutual Fund in any manner or in relation to any scheme of the
    Prudential ICICI Mutual Fund.

The Asset Management Company shall maintain high standards of integrity and fairness in all their
dealings and in the conduct of their business.

The Asset Management Company shall render at all times high standards of service, exercise due
diligence, ensure proper care and exercise independent professional judgement.

The independent directors of the Asset Management Company shall pay specific attention to the
following as may be applicable, namely :
i.      The Investment Management Agreement and the compensation paid under the agreement.
ii.     Service contracts with affiliates – whether the company has charged higher fees than outside
        contractors for the same services.
iii.    Securities transactions involving affiliates to the extent such transaction are permitted.
iv.     Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by
        insiders in connection with personal securities transactions.
v.      The reasonableness of fees paid to sponsors, asset management company and any others for
        services provided.
vi.     Principal underwriting contracts and renewals
vii.    Any service contracts with the associates of the company.
In terms of the Investment Management Agreement and the Regulations, the AMC is entitled to an
investment management fee at 1.25% per annum of the average net assets for a corpus up to Rs.100 crores
and at 1.00% per annum for the corpus amount in excess of Rs.100 crores. Further, as per the
Regulations, for the schemes launched on no load basis, the Asset Management Company is entitled to
collect an additional management fees not exceeding 0.50% of the average net assets outstanding in each
financial year.


iii)    Key Employees of the AMC and relevant experience
  Name of the      Age      Designation        Educational        Total No. of       Assignments Held
   Employee      (Years)                      Qualifications      Years of           During the Last 10
                                                                  Experience /              Yrs
                                                                  Type & Nature
                                                                  of Experience
Mr. Pankaj       37        Managing       B.Sc. (Electronics)     Over 9 years of   Managing Director of
Razdan                     Director       B. Tech (Electronics    experience in     Prudential    ICICI
                                          Engineering)            sales and         AMC Ltd. since
                                                                  distribution.     January 2004.

                                                                                    Deputy     CEO      –
                                                                                    Prudential     ICICI
                                                                                    AMC – March 2003
                                                                                    to December 2003.
                                                                                    Vice President /
                                                                                    Senior Vice President
                                                                                    & Head - Sales &



                                                                                                       39
Name of the       Age     Designation       Educational      Total No. of        Assignments Held
 Employee       (Years)                    Qualifications    Years of            During the Last 10
                                                             Experience /               Yrs
                                                             Type & Nature
                                                             of Experience
                                                                                 Distribution      -
                                                                                 Prudential   ICICI
                                                                                 AMC – 2000- 2003.

                                                                                 Vice President - West
                                                                                 &     North      Zone
                                                                                 Prudential      ICICI
                                                                                 AMC - 1999 – 2000.

                                                                                 Head -Distribution -
                                                                                 Karvy     Securities
                                                                                 Limited - 1997 –
                                                                                 1998.

                                                                                 Marketing Manager -
                                                                                 HMG        Financial
                                                                                 Services Limited -
                                                                                 1992 – 1993.

                                                                                 Graduate     Engineer
                                                                                 Trainee / Design
                                                                                 Engineer – Nelco
                                                                                 Ltd. 1992.
Mr.    Nilesh   37        Chief         B.Com, A.C.A, Grad   Over 14 years of    Chief Investment
Shah                      Investment    C.W.A,               experience     in   Officer – Prudential
                          Officer                            fund management     ICICI AMC Limited
                                                             and     Portfolio   – June 2004 to date.
                                                             Management
                                                                                 Director and Chief
                                                                                 Investment Officer –
                                                                                 Franklin Templeton
                                                                                 AMC India Pvt.
                                                                                 Limited – September
                                                                                 2002 to May 2004.

                                                                                 Chief Investment
                                                                                 Officer – Franklin
                                                                                 Templeton AMC
                                                                                 India Pvt. Limited –
                                                                                 January 2000 to
                                                                                 September 2002.

                                                                                 Portfolio Manager -
                                                                                 Fixed Income -
                                                                                 Franklin Templeton
                                                                                 AMC India Pvt.
                                                                                 Limited – March
                                                                                 1997 to January
                                                                                 2000.

                                                                                 Head – Structured


                                                                                                       40
 Name of the        Age     Designation       Educational      Total No. of       Assignments Held
  Employee        (Years)                    Qualifications    Years of           During the Last 10
                                                               Experience /              Yrs
                                                               Type & Nature
                                                               of Experience
                                                                                  Products - ICICI
                                                                                  Securities and
                                                                                  Finance Company
                                                                                  Limited – April 1992
                                                                                  to February 1997.

Mr.      Vasant   46        Senior Vice   BSc (Life Sciences), Over 18 years      Vice President /
Sanzgiri                    President &   MMS       (Personnel experience in      Senior Vice President
                            Head Human    Management)          area of Human      & Head Human
                            Resources                          Resources          Resources Prudential
                                                               Management         ICICI AMC - 2000 to
                                                                                  date.

                                                                                  General Manager -
                                                                                  Human Resources -
                                                                                  Owens Cornning
                                                                                  India Limited - 1998
                                                                                  – 2000.

                                                                                  General Manager
                                                                                  Human Resources –
                                                                                  DCW Home Products
                                                                                  - 1996 – 1998.

                                                                                  Regional Human
                                                                                  Resource & Quality
                                                                                  Manager - Modi
                                                                                  Xerox - 1995 –1996.

                                                                                  Manager, Human
                                                                                  Resources Cyanamid
                                                                                  India - 1992 – 1995.

                                                                                  Manager – Human
                                                                                  Resources - Indian
                                                                                  Hotels Limited -
                                                                                  1990 – 1992.
Mr.     Kalyan    40        Vice          PGDSM (NIIT), B.Sc   Over 19 years of   Vice President –
Prasath                     President –                        work experience    Information
                            Information                        in areas of        Technology -
                            Technology                         Information        Prudential ICICI
                                                               Technology         AMC June 2001
                                                                                  onwards.

                                                                                  Birla Global –
                                                                                  Assistant Vice
                                                                                  President from
                                                                                  February 97 to April
                                                                                  2001.

                                                                                  DGP Windsor India


                                                                                                       41
 Name of the      Age     Designation          Educational          Total No. of       Assignments Held
  Employee      (Years)                       Qualifications        Years of           During the Last 10
                                                                    Experience /              Yrs
                                                                    Type & Nature
                                                                    of Experience
                                                                                       Ltd. – Manager from
                                                                                       September 1994 to
                                                                                       January 1997.

                                                                                       Universal Luggage
                                                                                       Mfg. Co. Ltd. - Asst.
                                                                                       Manager from
                                                                                       November 1990 to
                                                                                       September 1994.

                                                                                       NIIT/CCIT – Course
                                                                                       Conductor from May
                                                                                       1989 to October 1990

                                                                                       ECIL – System
                                                                                       Developer from June
                                                                                       1988 to April 1989

                                                                                       Associated Systems –
                                                                                       Software Developer
                                                                                       from July 1985 to
                                                                                       April 1988.
Mr. Ranganath   41        Sr.      Vice   Associate -Institute of   Over 16 yrs of     Sr. Vice President –
Athreya                   President –     Company Secretaries       experience in      Legal, Compliance
                          Legal,          of India.                 Compliance and     and Company
                          Compliance      Bachelors Degree          Company            Secretary, Prudential
                          and Company     (General Laws),           Secretarial        ICICI AMC January
                          Secretary       PGDCP                     functions          14, 2002 onwards.

                                                                                       Head Corporate
                                                                                       Communication and
                                                                                       Company Secretary -
                                                                                       IDBI Bank June 1997
                                                                                       to 12th Jan 2002

                                                                                       Chief Manager
                                                                                       Merchant Banking
                                                                                       and Company
                                                                                       Secretary - Karnataka
                                                                                       Bank Ltd. from 1992-
                                                                                       97

                                                                                       Company Secretary
                                                                                       Lakshmi Motor
                                                                                       Credit (Now TVS
                                                                                       Finance) 1989-92
Mr.     Ashok   34        Vice            MBA (Finance)             Over 12 Years of   January 2006:
Suvarna                   President       B. Com                    experience in      Vice President –
                          Operations                                Operations         Operations Prudential
                                                                                       ICICI AMC Limited
                                                                                       April 1998 till


                                                                                                          42
 Name of the      Age     Designation        Educational         Total No. of     Assignments Held
  Employee      (Years)                     Qualifications       Years of         During the Last 10
                                                                 Experience /            Yrs
                                                                 Type & Nature
                                                                 of Experience
                                                                                  December 2004

                                                                                  Prudential ICICI
                                                                                  AMC Ltd. Handling
                                                                                  Operations, Projects
                                                                                  & Quality Assurance
                                                                                  March 1994 till
                                                                                  March 1998

                                                                                  SBI Funds
                                                                                  Management Limited
                                                                                  handling Operations
Mr.    Pankaj   54        Senior Fund    B.Com                   35 yrs           Fund Manager-
Kaji                      Manager                                                 Prudential ICICI
                                                                                  AMC- 2002 till date.

                                                                                  Deutsche Bank,
                                                                                  Mumbai (Vice-
                                                                                  President-Money
                                                                                  Market) 1994-2002.

                                                                                  ANZ Grindlays Bank
                                                                                  (Funds Manager)-
                                                                                  1986-1994
Mr. Chaitanya   35        Sr.     Fund   PGDM from IMI,                           16th September 2002
Pande                     Manager                                11 yrs           till date – Sr. Fund
                                         New Delhi,
                                                                 Manager – Fund   Manager – Prudential
                                         BSc from St. Stephens
                                                                 Management       ICICI AMC Limited
                                         College, New Delhi
                                                                                  January 2000 to
                                                                                  September 2002
                                                                                  Manager –As Fund
                                                                                  Management
                                                                                  JF Asset
                                                                                  Management (India)
                                                                                  Pvt. Limited

                                                                                  May 1995 to January
                                                                                  2000
                                                                                  Investment Analyst
                                                                                  JF Asset
                                                                                  Management (India)
                                                                                  Pvt. Limited




                                                                                                    43
 Name of the      Age      Designation       Educational      Total No. of       Assignments Held
  Employee      (Years)                     Qualifications    Years of           During the Last 10
                                                              Experience /              Yrs
                                                              Type & Nature
                                                              of Experience
Mr.   Yogesh    38        Associate      A.C.A. Grad C.W.A.   15 years as        Prudential     ICICI
Bhatt
                          Vice                                Equity Dealer      Asset Management
                          President –                                            Co. Ltd. From June
                          Investments                                            28, 2004 till date as
                                                                                 Associate       Vice
                                                                                 President           –
                                                                                 Investments


                                                                                 Sushil       Finance
                                                                                 Consultants      Ltd.
                                                                                 From 1999 to June
                                                                                 2004 as Equity
                                                                                 Dealer/ Strategist


                                                                                 Falcon Brokerage
                                                                                 Private Limited. –
                                                                                 From 1996 to 1999
                                                                                 as Equity Dealer


                                                                                 Sushil      Finance
                                                                                 Consultants    Ltd.
                                                                                 From 1991 to 1996
                                                                                 as Equity Dealer/
                                                                                 Strategist
Mr.        B.   41        Chief          B’Com, A.C.A Grad.   Over 13 Years      Prudential   ICICI
Ramakrishna
                          financial      CWA                  of experience in   AMC Ltd. From
                          Officer                             Corporate          September 23, 2004
                                                              Planning,          till date.
                                                              Investor
                                                              Relations,
                                                              Financial          Marico Industries
                                                              Planning           Ltd. As General
                                                                                 Manager          –
                                                                                 Corporate Finance
                                                                                 from     September
                                                                                 1998 to September,
                                                                                 2004.


                                                                                 ITC Agrotech Ltd.
                                                                                 As     Commercial
                                                                                 Manager      from
                                                                                 February 1993 to
                                                                                 August 1998.




                                                                                                     44
Name of the      Age      Designation        Educational     Total No. of     Assignments Held
 Employee      (Years)                      Qualifications   Years of         During the Last 10
                                                             Experience /            Yrs
                                                             Type & Nature
                                                             of Experience
Mr.    Rahul   34        Senior Fund    B. Sc.,              10Years – Fund   Prudential    ICICI
Goswami
                         Manager        M. B. A.             Management       Asset Management
                                                             Debt.            Co. Ltd. From July
                                                                              6, 2004 till date as
                                                                              Senior         Fund
                                                                              Manager


                                                                              Franklin Templeton
                                                                              Asset Management
                                                                              (I) Pvt. Ltd. From
                                                                              October 2002 to
                                                                              July 2004 as Fund
                                                                              Manager.


                                                                              UTI Bank Ltd.
                                                                              From January 2000
                                                                              to October 2002 to
                                                                              July 2004 as Fund
                                                                              Manager.


                                                                              UTI Bank Ltd.
                                                                              From January 2000
                                                                              to October 2002 as
                                                                              Manager          –
                                                                              Investments    and
                                                                              Merchant Banking.


                                                                              SMIFS Securities
                                                                              Ltd. From June
                                                                              1998 to January
                                                                              2000 as Senior
                                                                              Dealer  –  Debt
                                                                              Sales.


                                                                              Khandwala
                                                                              Finances Ltd. From
                                                                              October 1997 to
                                                                              June 1998 as Senior
                                                                              Dealer   –    Debt
                                                                              Sales.


                                                                              RR         Financial
                                                                              Consultants Limited
                                                                              from     December
                                                                              1995 to October
                                                                              1997 as Manager –
                                                                              Debt Sales.
                                                                                                 45
 Name of the      Age     Designation          Educational       Total No. of         Assignments Held
  Employee      (Years)                       Qualifications     Years of             During the Last 10
                                                                 Experience /                Yrs
                                                                 Type & Nature
                                                                 of Experience
Mr. S Naren     40        Co-Head          B.Tech – IIT Madras   Over 17 years of     Prudential   ICICI
                          Equities         PGDM – IIM Calcutta   experience      in   AMC Ltd. from
                                                                 Fund                 October, 2004 till
                                                                 Management,          date.
                                                                 Equity Research,
                                                                 Operations etc.
                                                                                      Refco   Sify Securities
                                                                                      India   Pvt. Ltd. as
                                                                                      Head     of Research
                                                                                      from        November,
                                                                                      2003     to October,
                                                                                      2004


                                                                                      HDFC Securities Ltd.
                                                                                      as Vice President
                                                                                      from     September,
                                                                                      2000 to March, 2002
                                                                                      and as Director &
                                                                                      COO from March,
                                                                                      2002 to November,
                                                                                      2003


                                                                                      Yoha Securities as
                                                                                      CEO from December,
                                                                                      1995 to September,
                                                                                      2000
Mr.     Anand   31        Dealer       &   B.COM, PGDBA          11     years    in   June 2003 to May
Gupta                     Fund             from Institute   Of   execution, sales     2005      as    AVP-
                          Manager          Technology       &    trading and sales.   Institutional    sales
                          AVP              Management (ITM)                           with        Refco-Sify
                          Investment                                                  Securities Ltd.


                                                                                      June 1998 to May
                                                                                      2003     with    Birla
                                                                                      Sunlife Securities Ltd
                                                                                      in Sales Trading And
                                                                                      Sales.


                                                                                      Nov. 1993 to May
                                                                                      1998 with Anagram
                                                                                      Securities  ltd  in
                                                                                      execution and sales
                                                                                      trading.




                                                                                                          46
 Name of the     Age     Designation         Educational      Total No. of       Assignments Held
  Employee     (Years)                      Qualifications    Years of           During the Last 10
                                                              Experience /              Yrs
                                                              Type & Nature
                                                              of Experience
Mr. Prashant   26        Fund           PGDM                  3Years as Equity   Prudential    ICICI
Kothari                  Manager        IIMA                  Analyst and Fund   AMC Limited – Fund
                                                              Manager            Manager        from
                                                                                 September 2004


                                                                                 Prudential    ICICI
                                                                                 AMC Limited –
                                                                                 Equity Analyst from
                                                                                 May 2003
Mr. Deven      36        Senior Fund    B.E. (Electronics)    Over all 11        Prudential  ICICI
Sangoi                   Manager                              years of equity    AMC Limited –
                                        M.B.A. (Finance)
                                                              market             September 2005 as
                                                              experience. (5     Senior       Fund
                                                              years of Fund      Manager.
                                                              management
                                                              experience.)
                                                                                 Birla Sun Life AMC
                                                                                 Ltd.     –     From
                                                                                 February 2000 to
                                                                                 September 2005 as
                                                                                 Manager, Assistant
                                                                                 Vice       President,
                                                                                 Fund Manager


                                                                                 Alchemy Share and
                                                                                 stock Brokers Pvt.
                                                                                 Ltd. From June 1994
                                                                                 to February 2000 – as
                                                                                 Senior Analyst
Mr. Chintan    24        Assistant to   M.Com,         ACA,   Holding            Prudential ICICI
A. Haria                 the dealer     ICWA                  position as an     AMC October 2005
                                                              Asst. to the       till date.
                                                              Dealer        in
                                                              Prudential
                                                              ICICI      Asset
                                                              Management
                                                              Company
Mr    Pranay   26        Credit         PGDM, Institute of    6        months    Prudential   ICICI
Sinha                    Research       Management            experience in      AMC Limited –
                         Analyst        Calcutta (IIMC)       Credit research    Nov 2005 till date
                                                              and credit risk    as Credit Research
                                                              analysis           analyst


                                                                                 UTI Bank- June 2005
                                                                                 till Oct 2005 in credit
                                                                                 risk side.



                                                                                                     47
 Name of the     Age     Designation       Educational     Total No. of      Assignments Held
  Employee     (Years)                    Qualifications   Years of          During the Last 10
                                                           Experience /             Yrs
                                                           Type & Nature
                                                           of Experience
Mr. Prashant   26        Research      PGDBM,     Indian    8 months in      Prudential    ICICI
Poddar                   Analyst       Institute      of    PruICICI         AMC Limited –
                                       Management                            Nov 2005 till date
                                       (Lucknow)                             as Research analyst
                                                            5 months in
                                                            AIG
                                                            ( Insurance)     AIG – 5 months as
                                                                             Management
                                                                             Trainee    (General
                                                                             Management role)
                                                                             in Insurance


Mr. Munzal     34        Associate     Chartered            6 years in       DSP Merrill Lynch
Shah                     Vice          Accountant           Equity           Ltd - From December
                         President                          Research         2005 till September
                                                            Analyst in the   2006
                                                            mid-cap space
                                                                             Emkay Shares and
                                                                             Stock Brokers Ltd
                                                                             From October 2004
                                                                             till November 2005


                                                                             IDBI Capital Markets
                                                                             Ltd
                                                                             From      November
                                                                             2003 till September
                                                                             2004


                                                                             Sushil       Finance
                                                                             Consultants Ltd
                                                                             From April 2003 till
                                                                             October 2003


                                                                             Advani          Share
                                                                             Brokers Pvt Ltd
                                                                             From July 2002 till
                                                                             March 2003


                                                                             Quest Securities Co
                                                                             Pvt Ltd
                                                                             From October 2000
                                                                             till June 2002




                                                                                                48
 Name of the     Age     Designation       Educational     Total No. of       Assignments Held
  Employee     (Years)                    Qualifications   Years of           During the Last 10
                                                           Experience /              Yrs
                                                           Type & Nature
                                                           of Experience
Pushpinder     33        Associate     MBA, B.Tech          6 years in        Prudential   ICICI
Singh                    Vice                               equity research   AMC Limited – Oct
                         President                          and        fund   2006 till date as
                                                            management        Associate      vice
                                                                              president-
                                                                              Investments.


                                                                              Kotak      Mahindra
                                                                              AMC Ltd -Oct 2004
                                                                              to    Sept2006    as
                                                                              Associate       vice
                                                                              president     -funds
                                                                              management.


                                                                              Refco-sify Securities
                                                                              India (P) Ltd - From
                                                                              September 2001 to
                                                                              October 2004 as
                                                                              equity       research
                                                                              analyst.
                                                                              Asit    C.     Mehta
                                                                              Investment
                                                                              Intermediates ltd -
                                                                              from June 2000 to
                                                                              September 2001 as
                                                                              equity       research
                                                                              analyst




                                                                                                 49
 Name of the      Age      Designation        Educational       Total No. of      Assignments Held
  Employee      (Years)                      Qualifications     Years of          During the Last 10
                                                                Experience /             Yrs
                                                                Type & Nature
                                                                of Experience
Nimesh    K.    29        Fund           MMS (Finance) from      6    years  5    Fund Manager with
Chandan                   Manager        Somaiya Institute of    months in the    Prudential    ICICI
                                         Mgmt and Research       Indian Capital   Mutual     Fund   -
                                         (University       of    Markets          October 2006 till
                                         Mumbai)                                  date


                                                                                  Jr. Fund Manager
                                                                                  with SBI Mutual
                                                                                  Fund - from February
                                                                                  2006 to September
                                                                                  2006


                                                                                  Asst.        Manager
                                                                                  Investments     with
                                                                                  Birla Sunlife Mutual
                                                                                  Fund      -     from
                                                                                  September 2005 to
                                                                                  January 2006


                                                                                  AVP Equity with
                                                                                  Stratcap Securities -
                                                                                  from January 2001 to
                                                                                  September 2005


                                                                                  Executive - Equity
                                                                                  Institutional   Desk
                                                                                  with Darashaw and
                                                                                  Co. - from June 2000
                                                                                  to December 2000
Amit Mehta*     25        Assistant      B. Tech, PGDM (IIM      2.5 years in     1 year with Thermax
                          Manager        Ahmedabad)              Engineering
                                                                 and Banking
                                                                                  1.5    years    with
                                                                                  Citibank
* Mr. Amit Mehta has been appointed as dedicated Fund manager for investment in ADRs / GDRs/
Foreign Securities and is not involved in any domestic fund Management.
As indicated above, at present a team comprising of Eleven (11) Fund Managers are involved in fund
management/ research activities. The past experience of these employees is indicated above.
All the above key personnel are based at the Corporate Office of AMC
iv) Fund Manager
The investments under the Scheme will be managed by the Fund Manager, Mr. Chaitanya Pande. His
qualifications and experience are as under:




                                                                                                     50
     Scheme Name                 Fund Manager     Qualification                   Experience
     Prudential      Fixed       Mr.    Chaitanya PGDM from IMI, New              11 Years
     Maturity Plan – Series      Pande            Delhi,                         Manager    –       Fund
     35                                                    BSc from St. Stephens Management
                                                           College, New Delhi
v)     Compliance Officer
       The Compliance Officer for the Fund is:
       Mr. Ranganath Athreya
       Senior Vice President- Compliance, Legal and Company Secretary
       Prudential ICICI Asset Management Company Ltd.
       8th Floor, Peninsula Tower, Peninsula Corporate Park,
       Ganpatrao Kadam Marg, Off Senapati Bapat Marg,
       Lower Parel, Mumbai 400 013.


vi) Investor Relations Officer
       Investor Relations Officer for the Fund is Ms. Molly Kapoor and she may be contacted at the
       corporate office of the AMC at Mumbai.

d) AUDITORS
   N. M. Raiji & Co., Chartered Accountants, Mumbai have expressed their willingness to act as
   Auditors for the Scheme offered under this Offer Document and have been appointed as Auditors by
   the Trustee.

e) REGISTRAR
       Computer Age Management Services Private Limited, A&B Lakshmi Bhavan, 609 Anna Salai,
       Chennai 600 006 (CAMS) have been appointed as Registrar for the Scheme. The Registrar is
       registered with SEBI under registration No: INR000002813. As Registrar to the Scheme, CAMS will
       handle communications with investors, perform data entry services and dispatch Account Statements.
       The AMC and the Trustee have satisfied themselves that the Registrar can provide the services
       required and has adequate facilities and the system capabilities.


f) CUSTODIAN
   Deutsche Bank AG, Mumbai has been appointed as Custodian for the Scheme mentioned in the Offer
   Document. The Custodian has been registered with SEBI and has been awarded registration
   No.IN/CUS/003. The Trustee propose to enter into a Custodian Agreement with the Custodian and
   the salient features of the said Agreement would be as under:
       (a) Provide post-trading and custodial services to the Mutual Fund.
       (b) Ensure benefits due on the holdings are received.
       (c) Provide detailed management information and other reports as required by the AMC.
       (d) Maintain confidentiality of the transactions.
       (e) Be responsible for the loss or damage to the assets belonging to the Scheme due to negligence on
           its part or on the part of its approved agents and
       (f) Segregate assets of each Scheme.


                                                                                                        51
Further, the Custodian shall not assign, transfer, hypothecate, pledge, lend, use or otherwise dispose
any assets or property, except pursuant to instruction from the Trustee/AMC or under the express
provisions of the Custodian Agreement.
The Custodian shall also not deal, on its own account, in securities purchased or sold by the Mutual
Fund without making an adequate disclosure to SEBI and the Trustee/AMC.
The Custodian will be entitled to remuneration for its services in accordance with the terms of the
Custodian Agreement.




                                                                                                   52
                                            SECTION II
                           INVESTMENT OBJECTIVES & POLICIES


a) Type of the Scheme
   Prudential ICICI Fixed Maturity Plan – Series 35 –One Month Plan, Three Months Plan A, Three
   Months Plan B, Three Months Plan C, One Year Plan A, One Year Plan B and Thirteen Months Plan
   seeking to generate regular returns by investing in a portfolio of fixed income securities/ debt
   instruments normally maturing in line with the time profile of the Plans. It is proposed to make
   investments in securities having having tenure of approx. number of days as under:

    Plan(s)                                                                     Tenure of securities
                                                                                (upto No. of Days)
    One Month Plan                                                                       30
    Three Months Plan A                                                                  90
    Three Months Plan B                                                                  90
    Three Months Plan C                                                                  90
    One Year Plan A                                                                     370
    One Year Plan B                                                                     370
    Thirteen Months Plan                                                                400


b) Investment Objectives
   The investment objective of the Scheme and the Plans launched there under is to seek to generate
   regular returns by investing in a portfolio of fixed income securities/ debt instruments normally
   maturing in line with the time profile of the Plans
   However, there can be no assurance that the investment objectives of the Scheme and Plan launched
   there under will be realized. The Scheme/ Plans launched there under does not guarantee/indicate any
   returns.
c) Investment Pattern

   The corpus of the Plan will be invested only in debt and money market instruments. Subject to the
   Regulations, the corpus of the Plan(s) can be invested in any (but not exclusively) of the following
   securities/debt instruments:

   1) Securities created and issued by the Central and State Governments and/or repos/reverse repos in
      such Government Securities as may be permitted by RBI (including but not limited to coupon
      bearing bonds, zero coupon bonds and treasury bills).
   2) Securities guaranteed by the Central and State Governments (including but not limited to coupon
      bearing bonds, zero coupon bonds and treasury bills).
   3) Debt obligations of domestic Government agencies and statutory bodies, which may or may not
      carry a Central/State Government guarantee.
   4) Corporate debt (of both public and private sector undertakings).
   5) Obligations/ Term Deposits of banks (both public and private sector) and development financial


                                                                                                       53
        institutions.
    6) Money market instruments permitted by SEBI/RBI, having maturities of up to one year or in
       alternative investment for the call money market as may be provided by the RBI to meet the
       liquidity requirements.
    7) Certificate of Deposits (CDs).
    8) Commercial Paper (CPs).
    9) Securitised Debt.
    10) The non-convertible part of convertible securities.
    11) Any other domestic fixed income securities as permitted by SEBI / RBI from time to time.
    12) Derivative instruments like Interest Rate Swaps, Forward Rate Agreements and such other
        derivative instruments permitted by SEBI/RBI.

The securities/debt instruments mentioned above could be listed or unlisted, secured or unsecured, rated
or un-rated and of varying maturity

The securities may be acquired through Initial Public Offerings (IPOs), secondary market operations,
private placement, rights offers or negotiated deals.

The Plan may also enter into repurchase and reverse repurchases obligations in all securities held by it as
per the guidelines and regulations applicable to such transactions.

The Prudential ICICI Fixed Maturity Plan – Series 35 is an close-ended debt Fund seeking to generate
regular returns by investing in a portfolio of Fixed income securities / debt instruments normally maturing
in line with the time profile of the Plan.

Under normal circumstances, up to 100 % of the fund will be invested in Money Market instruments,
Short term and medium term debt securities/ debt instruments and securitised debt


Under normal circumstances, the asset allocation of the Scheme will be as follows:

     Name of Plan                       Type of Security                Indicative       Risk Profile
                                                                     allocation (% of
                                                                      corpus) under
                                                                          normal
                                                                     circumstances*
      Prudential     ICICI      Fixed Money           Market        #Upto 100%      Low to
      Maturity Plan – Series 35 and instruments, Short-term                         medium
      the Plans viz.     One Month and medium term debt
      Plan, Three Months Plan A, securities/debt
      Three Months Plan B, Three instruments             and
      Months Plan C, One Year Plan securitised debt* $
      A, One Year Plan B and
      Thirteen Months Plan
    Note: The investments in central and state government securities will be in normal circumstances
    limited to 50% of the net assets of the Plan.




                                                                                                        54
*   Including securitised debt of upto 50% of the net assets and derivatives instruments to the extent
    of 50% of the net assets of the Scheme
#   Under the above mentioned Plans, it is proposed to make investments in debt securities having
    tenure of approx. number of days as under:


 Plan(s)                             Tenure of securities (upto No. of Days)
 One Month Plan                                        30
 Three Months Plan A                                   90
 Three Months Plan B                                   90
 Three Month Plan C                                    90
 One Year Plan A                                       370
 One Year Plan B                                       370
 Thirteen Months Plan                                  400

$   The Scheme needs the flexibility to make investments in money market instrument till suitable
    investment opportunities are identified. Further, the Scheme also needs to maintain liquidity, as it
    would be receiving redemption requests regularly.


Securitisation and Portfolio Sale
Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in
the form of financial instruments. A typical process of asset securitisation involves sale of specific
Receivables to a Special Purpose Vehicle (SPV) set up in the form of a trust or a company. The SPV
in turn issues financial instruments (e.g., promissory notes, pass through certificates or other debt
instruments) to investors, such instruments evidencing the beneficial ownership of the investors in the
Receivables. The financial instruments are rated by an independent credit rating agency. An
Investor’s Agent is normally appointed for providing trusteeship services for the transaction.
On the recommendation of the credit rating agency, additional credit support (Credit Enhancement)
may be provided in order that the instrument may receive the desired level of rating. Typically the
servicing of the Receivables is continued by the seller in the capacity of the Servicer. Cash flows, as
and when they are received, are passed onto the investors. Features of securitisation transactions
include:
    Absolute true sale of assets to an SPV (with defined purposes and activities) in trust for the
    investors;
    Reliance by the investors on the performance of the assets for repayment - rather than the credit
     of the Originator (the seller) or the Issuer (the SPV);
    Consequent to the above, "Bankruptcy Remoteness" from the Originator;
    Support for timely payments, inter-alia, in the form of suitable credit enhancements, if required;
    Securitised debt paper usually achieves a high investment grade credit rating;
    There is a diversification of economic risks as credit risk is spread over a diversified group of
    obligors.

The Scheme will seek to invest in securitised debt upto 100% of the net assets of the scheme only
when the returns from such portfolio are expected to be higher than the other available securities at


                                                                                                     55
   the time of making an investment. In making the decision to invest upto 100% in securitised debt, it
   will be ensured that the ratings, risk profiles and the returns of securitised debt instruments are
   compared with other equivalent eligible debt securities before making an investment decision. In case
   the scheme intends to make investment upto 100% in securitised debt instruments, the Trustees will
   be informed of the same with due justification prior to making an investment decision.

   The Scheme will adhere to the per issuer exposure limits with reference to securitised debt as
   specified under the SEBI Regulations.


d) Change in Investment Pattern
   Subject to the Regulations, the asset allocation pattern indicated above may change from time to time,
   keeping in view market conditions, market opportunities, applicable regulations and political and
   economic factors. It must be clearly understood that the percentages stated above are only indicative
   and not absolute and that they can vary substantially depending upon the perception of the Investment
   Manager, the intention being at all times to seek to protect the interests of the Unitholders. Such
   changes in the investment pattern will be for short term and defensive considerations.
   Provided further and subject to the above, any change in the asset allocation affecting the investment
   profile of a Plan shall be effected only in accordance with the provisions of sub regulation (15A) of
   Regulation 18 of the Regulations, as detailed later in this document.

e) Terms of the Plans – Fundamental Attributes
   Liquidity
   Purchase of Units
   Being a close-ended Scheme, investors can subscribe to the Units of the Plans under the Scheme
   during the New Fund Offer Period only.
a) Repurchase facility
   To provide liquidity to investors, the Fund proposes to provide repurchase facility at fortnightly
   intervals from the date of allotment on every 2nd and 4th Wednesday of each calendar month.
   If such date happens to be the non-business day, repurchase facility would be available on following
   Business Day of the said date.
   The investors may redeem the units on the date stipulated above for NAV based prices (Please refer
   to “The redemption price shall not be lower than 95% of the NAV.” on page ____), subject to exit
   load provisions as follows.
   (a) For redemptions made on Maturity – No Exit load
   (b) For redemptions made during repurchase facility period as per the below table
           Plan(s)                                    Exit Load
           One Month Plan                               0.5 %
           Three Mothhs Plan A                            1%
           Three Months Plan B
           Three Months Plan C
           One Year Plan A                                2%
           One Year Plan B
           Thirteen Months Plan



                                                                                                      56
   (c) The redemption request can be made for amounts with a minimum of Rs.5000 or 500 units
       provided that the minimum balance under a particular folio should not fall below Rs. 5,000 under
       Retail Option and in case of Institutional Option redemption request can be made for any amount
       in multiples of Re.1/-.


b) Redemption of Units on Maturity
   The Plans under the scheme will come to an end on the maturity date of the respective Plans. On
   maturity of the Plans, the outstanding Units shall be redeemed and proceeds will be paid to the
   Unitholder. The Maturity dates of the Plans under the Scheme are as below

    Plan                                                 Maturity Date from the
                                                           date of allotment
    One Month Plan                                              30 days
    Three Months Plan A                                         90 days
    Three Months Plan B                                         90 days
    Three Months Plan C                                         90 days
    One Year Plan A                                              370 days
    One Year Plan B                                              370 days
    Thirteen Months Plan                                         400 days

   If the Date stipulated for Repurchase facility/ Redemption/ Maturity is a day which is a non-business
   day for the scheme, the redemption requests shall be accepted or the scheme/plan will mature, as the
   case may be, on the next business day for the scheme.


c) Payment of Proceeds
   In respect of valid applications received upto the cut-off time on the business day on which
   repurchase facility is provided as prescribed on page no____ by the Mutual Fund at any of the
   Official Points of transaction(s) notified by AMC from time to time, will be considered accepted on
   that Business Day, subject to the redemption requests being complete in all respects, and will be
   priced on the basis of the redemption price shall not be lower than 95% of the NAV. based on
   applicable NAV of the said Business Day subject to the applicable exit load.
   No applications will be accepted after the cut-off time on the business day on which repurchase
   facility is provided by the Mutual Fund, as stated above.
   Please refer to Page _____ “Right to Limit Redemptions” and page _____ “Suspension of Sale and
   Redemption of Units”.

   As per the Regulations, the Fund shall dispatch redemption proceeds within 10 Business Days
   (working days) of receiving the redemption request. The Fund will, under normal circumstances,
   endeavour to dispatch redemption cheques within 1 Business Day from the date of acceptance of the
   redemption request at any of the official point(s) of transaction(s). This service standard will apply
   only at the centers where RBI handles clearing directly and is able to transfer funds from Mumbai on
   the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will take
   additional day(s) – not exceeding 3 Business Days- that would essentially be linked to the time taken
   by banks to clear funds at such Non-RBI centers.
   Investors should note that it is the intention of the Fund to dispatch the redemption proceeds


                                                                                                      57
     within one Business (working) Days as stated above and the Fund / AMC do not guarantee the
     same.
     As per the guidelines issued by SEBI, in the event of failure to dispatch the redemption or repurchase
     proceeds within 10 working days, the AMC is liable to pay interest to the Unit holders @ 15% p.a.
     SEBI has further advised the mutual funds that in the event of payment of interest to the Unit holders,
     such Unit holders should be informed about the rate and the amount of interest paid to them.
     If the Unitholder fails to provide the Bank mandate/ PAN no/ UIN (as the case may be applicable), as
     mandated by SEBI, the request for redemption would not be considered as valid and the Fund retains
     the right to withhold the redemption until a proper bank mandate/ PAN no./UIN (as the case may be
     applicable), is furnished by the Unitholder and the provision with respect of penal interest in such
     cases will not be applicable/ entertained.
d) Roll-over facility
     At the time of maturity, if it is perceived that the market outlook for the similar securities/ instruments
     is positive and investment in the similar kind of instruments would likely to fetch better returns for
     the investors, then in the interest of the Investor, the Trustees may decide to roll-over the scheme.
     This would be based on demand/ request of the investors for the same. All other material details of
     the scheme/plans including the likely composition of assets immediately before the roll over, the net
     assets and net asset value of the scheme, will be disclosed to the unitholders and a copy of the same
     filed with the SEBI. Such rollover will always be permitted only in case of those unitholders who
     express their consent in writing
e) Listing
     The Units of the Scheme will not be listed on any stock exchange, at present. The Trustee may, at its
     sole discretion, cause the Units under the Scheme to be listed on one or more Stock Exchanges.
     Notification of the same will be made through Customer Service Centres of the AMC and on AMC’s
     website (www.pruicici.com) and as may be required by the respective Stock Exchanges.
f)      Fees and Expenses
         i.   New Fund Offer expenses
              The entire New Fund Offer Expenses of the plans under the Scheme will be borne by the
              Asset Management Company.Under the Regulations; the Fund is entitled to charge New
              Fund Offer Expenses up to a maximum of 6% of initial resources raised under the Plans.
         ii. Recurring Expenses
             The estimated recurring expenses under the Plans of the Scheme are currently at 2.25% p.a.
             The details of recurring expenses, on an annual basis, have been stated on Page _____.
             As per the Regulations, the maximum recurring expenses that can be charged to the Plans
             under the Scheme shall be subject to a percentage limit of weekly net assets as in the table
             below:

               First Rs. 100 crore    Next Rs. 300 crore        Next Rs. 300 crore      Over Rs. 700 crore
               2.25%                  2.00%                     1.75%                   1.50%

         Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset
         Management Company.

         iii. Load
              Entry Load:
              Being a close ended Scheme; investors can subscribe to the units of the Plans under the
              Scheme during the New Fund offer period only. Presently, the Trustees do not intend to



                                                                                                             58
              charge any entry load on subscription received.
              Exit Load: The investors may redeem the units on the stipulated dates on which Repurchase
              facility is provided, at NAV based prices (Please refer to “The redemption price shall not be
              lower than 95% of the NAV.” on page ____), subject to exit load provisions.
     g) Changes in Fundamental Attributes
`    "Fundamental Attributes" in the context of the scheme will be:
          (i) Type of Scheme: Prudential ICICI Fixed Maturity Plan – Series 35- a close-ended Debt Fund
          ii) Investment objective: To seek to generate regular returns by investing in a portfolio of fixed
          income secutiites /debt instruments normally maturing in line with the time profile of the paln.
          (iii) Terms of Issue: provisions in respect of redemption of units, fees and expenses as indicated
          in this offer document.

          The Trustees shall ensure that no change in the fundamental attributes of the Plans or the trust or
          fee and expenses payable or any other change, which would modify the Plans and affects the
          interests of Unit holders is carried out unless:
          • a written communication about the proposed change is sent to each Unitholder and an
              advertisement is given in one English daily newspaper having nationwide circulation as well
              as in a newspaper published in the language of the region where the Head Office of the
              mutual fund is situated; and
          • the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit
              load.

Position of Debt Market in India

The debt market in India is estimated at about Rs.15,00,000 crores as of now. A bulk of the debt market
consists of Government Securities. Other instruments available currently include Corporate Debentures,
Bonds issued by Financial Institutions, Commercial Paper, Certificates of Deposits and Securitized Debt.
Securities in the Debt market typically vary based on their tenure and rating. Government Securities have
tenures from one year to thirty years whereas the maturity periods of the Corporate Debt varies from one
year to Fifteen years. Recently some banks have also issued perpetual bonds. Securities may be both
listed and unlisted and increasingly most securities of maturities of over one year are being listed by
issuers. While in the corporate bond market, deals are conducted over telephone and are entered on
principal-to-principal basis, due to the introduction of the Reserve Bank of India's NDS- Order Matching
system a significant proportion of the government securities market is trading on the new system. The
yields and liquidity on various securities, currently, are as under:

                                                                                   Liquidity
    Issuer            Instrument            Maturity            Yields
                                                                                   High
    GOI               Treasury Bill         91 days             5.60-5.80%*
                                                                                   High
    GOI               Treasury Bill         364 days            6.20-6.30%*
                                                                                   High
    GOI               Short Dated           1-3 Yrs             6.45-7.10%**
                                                                                   High
    GOI               Medium Dated          3-5 Yrs             7.00-7.40%**




                                                                                                          59
                                                                                    High
     GOI            Long Dated             5-10 Yrs            7.20-7.70%**
                                                                                    Medium
     Corporates     Taxable        Bonds 1-3 Yrs               7.60-8.30%***
                    (AAA)
                                                                                    Low to medium
     Corporates     Taxable        Bonds 3-5 Yrs               8.00-8.50%***
                    (AAA)
                                                                                    Medium to High
     Corporates     CPs (P1+)              3 months            6.30-6.80%*
                                                                                    Medium
     Corporates     CPs (P1+)              1 Yr                7.30-7.80%*


*Money Market yield
**Semi-annual yield
***Annualised yield

Fixed Income securities


The AMC aims to identify securities, which offer superior levels of yield at lower levels of risks. With the
aim of controlling risks rigorous in depth credit evaluation of the securities proposed to be invested in will
be carried out by the investment team of the AMC. The credit evaluation includes a study of the operating
environment of the issuer, the past track record as well as the future prospects of the issuer, the short as
well as longer-term financial health of the issuer. Rated debt instruments in which the Scheme invests will
be of investment grade as rated by a credit rating agency. The AMC will be guided by the ratings of
Rating Agencies such as CRISIL, CARE, ICRA and Duff and Phelps Credit Rating India Limited or any
other agency approved by SEBI, for this purpose. In case a debt instrument is not rated, such investments
shall be made by an internal committee constituted by AMC to approve the investment in un-rated debt
securities in terms of the parameters approved by the Board of Trustees and the Board of Asset
Management Company.


In addition, the investment team of the AMC will study the macro economic conditions, including the
political, economic environment and factors affecting liquidity and interest rates. The AMC would use
this analysis to attempt to predict the likely direction of interest rates and position the portfolio
appropriately to take advantage of the same.

The Scheme could invest in Fixed Income Securities issued by government, quasi government entities,
corporate issuers, structured notes and multilateral agencies in line with the investment objectives of the
Scheme as permitted by SEBI from time to time.

h)     Investment Strategy

Investment Philosophy
The AMC will follow a disciplined investment process to meet Fund specific investment objectives. It
will aim to develop a well-diversified, quality portfolio that minimises liquidity risk and credit risk. The
scheme shall construct all portfolios to ensure that obligations to investors are met on time under all
circumstances.




                                                                                                           60
Investment strategy for securitised debt
The Fund will predominantly invest only in those securitisation issuances, which have AAA rating
indicating the highest level of safety from credit risk point of view at the time of making an investment.


Generally available Asset Classes for securitisation in India
• Commercial Vehicles
• Auto and Two wheeler pools
• Mortgage pools (residential housing loans)
• Personal Loan, credit card and other retail loans
• Corporate loans/receivables

The fund may invest in various type of securitisation issuances as contained in the above table, including
but not limited to Asset Backed Securitisation, Mortgage Backed Securitisation, Personal Loan Backed
Securitisation, Collateralized Loan Obligation/Collateralized Bond Obligation and so on.

The fund does not propose to limit its exposure to only one asset class or to have asset class based sub-
limits as it will primarily look towards the rating of the offering.

The fund will conduct an independent due diligence on the cash margins, collateralisation, guarantees and
other credit enhancements and the portfolio characteristic of the securitisation to ensure that the issuance
fits in to the overall objective of the investment in high investment grade offerings irrespective of
underlying asset class.

Investment Process
The Investment process would be intensely research oriented. It would comprise of qualitative as well as
quantitative measures.


Macro economic call on interest rate direction would be taken by doing detailed analysis of various
influencing factors like Inflation, Money supply, Private sector borrowing, Government borrowing,
Currency market movement, Central Bank policy, Local fiscal and monetary policy, Global interest rate
scenario and Market sentiment.


Credit research would be conducted on a regular basis for corporate having high investment grade (AA-
/P1+ and above) rating. Credit research includes internal analysis of financial reports as well as rating
rationale and other inputs from external agencies.


Internal credit rating is a pre-requisite for all our investments. Credit research would be conducted to
minimize credit migration risk and for generating relative value trade ideas. Stable to higher rating on
maturity vis-à-vis issuance is the guiding factor for investment decisions.


Asset allocation is determined based on holding period return analysis of spread movement across
different asset class.




                                                                                                         61
i)   Procedure followed for investment decisions
     a) The Fund Manager of each scheme is responsible for making buy/sell decisions in respect of the
        securities in the respective scheme portfolios, subject to final approval by the Chief Investment
        Officer. The investment decisions are made and approved on daily basis keeping in view the
        market conditions and all relevant aspects.


     b) The AMC has an Internal Investment Committee comprising of the Managing Director, the Chief
        Investment Officer, Fund Managers and the Research Analyst who meet at periodic intervals.
        The Investment Committee, at its meetings, reviews the performance of the schemes and general
        market outlook and formulates broad investment strategy.


        The Chief Executive Officer who chairs the Investment Committee Meetings guides the
        deliberations at Investment Committee. He, on an ongoing basis, reviews the portfolios of the
        schemes and gives directions to the Chief Investment Officer, where considered necessary. It is
        the ultimate responsibility of the Chief Investment Officer to ensure that the investments are
        made as per the internal/Regulatory guidelines, Scheme investment objectives and in the best
        interest of the unitholders of the respective schemes.

        The AMC has a team comprising of Eleven (11) Fund Managers. All of these are involved in
        preparation of research reports.


     c) The Managing Director makes a presentation to the Board of AMC at each of its meetings
        indicating the performance of the schemes. The performance of the schemes is reviewed by the
        Board with reference to the appropriate benchmarks and /or the performance of the schemes of
        the competition.


        The Managing Director brings to the notice of the Board specific factors, if any, which are
        impacting the performance of any individual scheme. The Board on consideration of all relevant
        factors may, if necessary, give directions to AMC. Similarly, the performance of the schemes is
        submitted to the Trustees. The Managing Director explains to the Trustees the details on
        Schemes’ performance vis-à-vis the benchmark returns.


     d) For all the Plans under Prudential ICICI Fixed Maturity Plan - Series 35, the performance of the
        Plans will be benchmarked as under:

          Plan                                                 Benchmark
          One Month Plan                                CRISIL Liquid Fund Index
          Three Months Plan A
          Three Months Plan B
          Three Months Plan C
          One Year Plan A                                CRISIL Short Term Bond
                                                               Fund Index
          One Year Plan B
          Thirteen Months Plan




                                                                                                      62
   The Ttrustees may change the benchmark in future if a benchmark better suited to the investment
   objective of the scheme is available.


   e)    Subsequent to the issue of Circular No.MFD/CIR/9/120/2000 dated November 24, 2000, the
        AMC constituted an internal committee to approve the investment in un-rated debt securities. All
        such investments, as and when are made, will be placed before the Board of Directors of AMC
        for its review.


   f) The AMC has been recording investment decisions since the receipt of instructions from SEBI, in
      terms of SEBI’s circular no. MFD/CIR/ 6 / 73 /2000 dated July 27, 2000.

j) Trading in Derivatives
   The Scheme may use derivatives instruments like Interest Rate Swaps, Forward Rate Agreements or
   such other derivative instruments as may be introduced from time to time for the purpose of hedging
   and portfolio balancing and as may be permitted under the Regulations and guidelines.
   Interest rate swap is a strategy in which one party exchanges a stream of interest for another party's
   stream. Interest rate swaps are normally 'fixed against floating', but can also be 'fixed against fixed' or
   'floating against floating' rate swaps. Interest rate swaps will be used to take advantage of interest-rate
   fluctuations, by swapping fixed-rate obligations for floating rate obligations, or swapping floating rate
   obligations to fixed-rate obligations. A floating-to-fixed swap increases the certainty of an issuer's
   future obligations. Swapping from fixed-to-floating rate may save the issuer money if interest rates
   decline. Swapping allows issuers to revise their debt profile to take advantage of current or expected
   future market conditions.
   The Scheme shall under normal circumstances not have exposure of more than 50% of its net assets
   in derivative instruments.
   i) Advantages of Derivatives
   The volatility in Indian debt markets has increased over last few months. Derivatives provide unique
   flexibility to the Scheme to hedge part of their portfolio. Some of the advantages of specific
   derivatives are as under:
   ii) Interest Rate Swaps and Forward rate Agreements
   Bond markets in India are not very liquid. Investors run the risk of illiquidity in such markets.
   Investing for short-term periods for liquidity purposes has its own risks. Investors can benefit if the
   Fund remains in call market for the liquidity and at the same time take advantage of fixed rates by
   entering into a swap. It adds certainty to the returns without sacrificing liquidity.

   The following is an illustration how derivatives work
   Basic Details: Fixed to floating swap
   Notional Amount: Rs. 5 Crores
   Benchmark: NSE MIBOR
   Deal Tenor: 3 months (say 91 days)
   Documentation: International Securities Dealers Association (ISDA).
   Let us assume the fixed rate decided was 10%
   At the end of three months, the following exchange will take place:
   Counter party 1 pays: compounded call rate for three months, say 9.90%



                                                                                                           63
     Counter party 2 pays fixed rate: 10%
     In practice, however, the difference of the two amounts is settled. Counter party 2 will pay Rs 5
     Crores *0.10%* 91/365 = Rs. 12,465.75
     Thus the trade off for the Fund will be the difference in call rate and the fixed rate payment and this
     can vary with the call rates in the market. Please note that the above example is given for illustration
     purposes only and the actual returns may vary depending on the terms of swap and market conditions.
     Risk Factor:The risk arising out of uses of the above derivative strategy as under:
      o Lack of opportunities available in the market.
      o The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly
         with underlying assets, rates and indices.


k)       Investment Restrictions
         Pursuant to the Regulations and amendments thereto, the following investment restrictions are
         presently applicable to the Scheme:
         1) The New Fund offer expenses in respect of the Scheme will not exceed 6% of the Funds
            raised under that Scheme.
         2) A mutual fund scheme shall not invest more than 15% of its NAV in debt instruments issued
            by a single issuer which are rated not below investment grade by a credit rating agency
            authorised to carry out such activity under the SEBI Act. Such investment limit may be
            extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees
            and the Board of asset management company. Provided that, such limit shall not be
            applicable for investments in government securities and money market instruments. Provided
            further that investment within such limit can be made in mortgage backed securitised debt,
            which are rated not below investment grade by a credit rating agency registered with SEBI.
            With respect to investments in securitized debt (mortgage backed securities/asset backed
            securities), issuer would be considered to be the originator of underlying receivables of assets
            such as mortgage backed securities / asset backed securities / collaterialised debt obligations
            etc. in which the scheme/plan has invested and not the Trust/SPV.
         3) A mutual fund scheme shall not invest more than 10% of its NAV in unrated debt instruments
             issued by a single issuer and the total investment in such instruments shall not exceed 25% of
             the NAV of the scheme. All such investments shall be made by an internal committee
             constituted by AMC to approve the investment in un-rated debt securities in terms of the
             parameters approved by the Board of Trustees and the Board of Asset Management
             Company.
             Debentures, irrespective of any residual maturity period (above or below one year), shall
             attract the investment restrictions as applicable for debt instruments as specified under Clause
             2&3 above.
         4) Transfer of investments from one scheme to another scheme in the same Mutual Fund is
            permitted provided:
             a) Such transfers are done at the prevailing market price for quoted instruments on spot
                basis (spot basis shall have the same meaning as specified by a Stock Exchange for spot
                transactions); and
             b) The securities so transferred shall be in conformity with the investment objective of the
                scheme to which such transfer has been made.
         5) The Scheme may invest in other schemes under the same AMC or any other Mutual Fund


                                                                                                          64
             without charging any fees, provided the aggregate inter-scheme investment made by all the
             schemes under the same management or in schemes under management of any other asset
             management company shall not exceed 5% of the Net Asset Value of the Fund. No
             investment management fees shall be charged for investing in other schemes of the Fund or in
             the schemes of any other mutual fund.
         6) The Fund shall get the securities purchased transferred in the name of the Fund on account of
             the concerned scheme, wherever investments are intended to be of a long-term nature.
         7) The Fund may buy and sell securities on the basis of deliveries and shall in all cases of
             purchases, take delivery of relative securities and in all cases of sale, deliver the securities
             and will not make any short sales or engage in carry forward transaction or badla finance.
             Provided that mutual funds shall enter into derivatives transactions in a recognised stock
             exchange in accordance with the guidelines issued by SEBI.
         8) All the Scheme’s investments will be in transferable securities (whether in capital markets or
            money markets) or bank deposits or in money at call as in privately placed debentures as
            securitised debt.
         9) No loans for any purpose can be advanced by the Scheme.
         10) No mutual fund scheme shall make any investments in;
             a) any unlisted security of an associate or group company of the sponsor; or
             b) any security issued by way of private placement by an associate or group company of the
             Sponsor; or
             c) the listed securities of group companies of the Sponsor which is in excess of 25% of its
             net assets.
         11) The Fund shall not borrow except to meet temporary liquidity needs of the Fund for the
             purpose of repurchase/ redemption of units or payment of interest and dividend to the
             Unitholders. Such borrowings shall not exceed more than 20% of the net assets of the
             individual scheme and the duration of the borrowing shall not exceed a period of 6 months.


         12) Pending deployment of funds of a scheme in securities in terms of investment objectives of
             the Scheme, the AMC can invest the funds of the Scheme in short term deposits of scheduled
             commercial banks, as permitted in terms of SEBI circular no. SEBI/IMD/CIR No.9/20306/03
             dated November 12, 2003.
         13) The Scheme may also use various hedging and derivative products from time to time, as are
             available and permitted by SEBI, in an attempt to protect and enhance the interests of the
             Unitholders at all times.
         14) The Mutual Fund having an aggregate of securities which are worth Rs.10 crores or more, as
             on the latest balance sheet date, shall subject to such instructions as may be issued from time
             to time by the Board, settle their transactions entered on or after January 15, 1998 only
             through dematerialised securities. Further all transactions in government securities shall be in
             dematerialised form.


l)   Portfolio Turnover

     Portfolio turnover is defined as the aggregate of purchases and sales as a percentage of the corpus of
     the Plans during a specified period of time.




                                                                                                          65
    The AMC’s portfolio management style is conducive to a low portfolio turnover rate. However, the
    AMC will take advantage of the opportunities that present themselves from time to time because of
    the inefficiencies in the securities markets. The AMC will endeavour to balance the increased cost on
    account of higher portfolio turnover with the benefits derived therefrom.

m) Underwriting by the Fund

    Subject to the Regulations, the Scheme may enter into underwriting agreements after the Fund obtains
    a certificate of registration in terms of the Securities and Exchange Board of India (Underwriters)
    Rules and the Securities and Exchange Board of India (Underwriters) Regulations, 1993, authorizing
    it to carry on activities as underwriters.
    The capital adequacy norms for the purpose of underwriting shall be the net assets of the Scheme and
    the underwriting obligation of the Scheme shall not at any time exceed the total net asset value of the
    Scheme.

n) Computation of Net Asset Value

    The NAV of the Units of the Scheme will be computed by dividing the net assets of the Scheme by
    the number of Units outstanding on the valuation date. The Fund shall value its investments according
    to the valuation norms, as specified in Schedule VIII of the Regulations, or such norms as may be
    prescribed by SEBI from time to time.

    The broad valuation norms in terms of the Regulations are detailed below:


Traded Securities
1) The securities shall be valued at the last quoted closing price on the stock exchange.


2) When the securities are traded on more than one recognised stock exchange, the securities shall be
    valued at the last quoted closing price on the stock exchange where the security is principally traded.


3) When on a particular valuation day, a security has not been traded on the Principal stock exchange, the
    value at which it is traded on another stock exchange may be used.


4) When a debt security (other than Government Securities) is not traded on any stock exchange on any
    particular valuation day, the value at which it was traded on the principal stock exchange or any
    other stock exchange, as the case may be, on the earliest previous day may be used provided such
    date is not more than fifteen days prior to valuation date. When a debt security (other than
    Government Securities) is purchased by way of private placement, the value at which it was bought
    may be used for a period of fifteen days beginning from the date of purchase.


2. Thinly Traded Securities


A debt security (other than Government Securities) shall be considered as a thinly traded security if on the
valuation date, there are no individual trades in that security in marketable lots (currently Rs 5 crore) on
the principal stock exchange or any other stock exchange.
A thinly traded debt security as defined above would be valued as per the norms set for non-traded debt


                                                                                                         66
security.


3. Non Traded Securities
When a security (other than Government Securities) is not traded on any stock exchange for a period of
thirty days prior to the valuation date, the scrip must be treated as a ‘non traded’ security.


VALUATION OF NON-TRADED / THINLY TRADED SECURITIES
Non traded/ thinly traded securities shall be valued "in good faith" by the asset management company on
the basis of the valuation principles laid down below:

(a) Non Traded /Thinly Traded Debt Securities of Upto 182 Days to Maturity:
    As the money market securities are valued on the basis of amortization (cost plus accrued interest till
    the beginning of the day plus the difference between the redemption value and the cost spread
    uniformly over the remaining maturity period of the instruments) a similar process should be adopted
    for non-traded debt securities with residual maturity of upto 182 days, in the absence of any other
    standard benchmarks in the market. Debt securities purchased with residual maturity of upto 182 days
    are to be valued at cost (including accrued interest till the beginning of the day) plus the difference
    between the redemption value (inclusive of interest) and cost spread uniformly over the remaining
    maturity period of the instrument. In case of a debt security with maturity greater than 182 days at the
    time of purchase, the last valuation price plus accrued interest should be used instead of purchase
    cost. All other non traded Non Government debt instruments shall be valued using the method
    suggested in (ii)(b).

(b) Non Traded/ Thinly Traded Debt Securities of Over 182 Days to Maturity

    For the purpose of valuation, all Non Traded Debt Securities would be classified into "Investment
    grade" and "Non Investment grade" securities based on their credit ratings. The non-investment grade
    securities would further be classified as "Performing" and "Non Performing" assets

     •      All Non Government investment grade debt securities, classified as not traded, shall be valued
            on yield to maturity basis as described in the applicable SEBI circular.

     •      All Non Government non investment grade performing debt securities would be valued at a
            discount of 25% to the face value

     •      All Non Government non-investment grade non-performing debt securities would be valued
            based on the provisioning norms.


Valuation of securities with Put/Call Options
The option embedded securities would be valued as follows:


Securities with call option
The securities with call option shall be valued at the lower of the value as obtained by valuing the security
to final maturity and valuing the security to call option.
In case there are multiple call options, the lowest value obtained by valuing to the various call dates and
valuing to the maturity date is to be taken as the value of the instrument.



                                                                                                          67
Securities with Put option
The securities with put option shall be valued at the higher of the value as obtained by valuing the
security to final maturity and valuing the security to put option
In case there are multiple put options, the highest value obtained by valuing to the various put dates and
valuing to the maturity date is to be taken as the value of the instruments.


Securities with both Put and Call option on the same day
The securities with both Put and Call option on the same day would be deemed to mature on the Put/Call
day and would be valued accordingly.


(i) Government securities
    Government securities will be valued at yield to maturity based on the prevailing market rate


Illiquid Securities
(a) Aggregate value of "illiquid securities" of scheme, which are defined as non-traded, thinly traded and
    unlisted equity shares, shall not exceed 15% of the total assets of the scheme and any illiquid
    securities held above 15% of the total assets shall be assigned zero value.
    Provided that in case any scheme has illiquid securities in excess of 15% of total assets as on
    September 30, 2000 then such a scheme shall within a period of two years bring down the ratio of
    illiquid securities within the prescribed limit of 15% in the following time frame:


    (i) All the illiquid securities above 20% of total assets of the scheme shall be assigned zero value on
         September 30, 2001.


    (ii) All the illiquid securities above 15% of total assets of the scheme shall be assigned zero value on
         September 30, 2002.
 (b)All funds shall disclose as on March 31 and September 30 the scheme-wise total illiquid securities in
    value and percentage of the net assets while making disclosures of half yearly portfolios to the
    unitholders. In the list of investments, an asterisk mark shall also be given against all such
    investments, which are recognised as illiquid securities.
(c) Mutual Funds shall not be allowed to transfer illiquid securities among their schemes     w.e.f. October
    1, 2000.
(d) In respect of closed ended funds, for the purposes of valuation of illiquid securities, the limits of 15%
     and 20% applicable to open-ended funds should be increased to 20% and 25% respectively.
(e) Where a scheme has illiquid securities as at September 30, 2001 not exceeding 15% in the case of an
    open-ended fund and 20% in the case of closed fund, the concessions of giving time period for
    reducing the illiquid security to the prescribed limits would not be applicable and at all time the
    excess over 15% or 20% shall be assigned nil value.


v) Value of “Rights” entitlement


    a) Until they are traded, the value of the “rights” entitlement would be calculated as:
       Vr = n/m x (Pex – Pof)



                                                                                                          68
       where
       Vr =    Value of rights
       n =     no. of rights Offered
       m =     no. of original shares held
       Pex=    Ex-Rights price
       Pof =   Rights Offer price
   b) Where the rights are not traded pari-passu with the existing shares, suitable adjustments would be
      made to the value of rights. Where it is decided not to subscribe for the rights but to renounce
      them and renunciations are being traded, the rights would be valued at the renunciation value.
5. Expenses and Incomes Accrued
   All expenses and incomes accrued up to the valuation date shall be considered for computation of
   NAV. For this purpose, major expenses like management fees and other periodic expenses would be
   accrued on a day-to-day basis. The minor expenses and income will be accrued on a periodic basis,
   provided the non-daily accrual does not affect the NAV calculations by more than 1%.
6. Changes in securities and in number of units
   Any changes in securities and in the number of units will be recorded in the books not later than the
   first valuation date following the date of transaction. If this is not possible, given the frequency of
   NAV disclosure, the recording may be delayed up to a period of seven days following the date of the
   transaction, provided as a result of such non-recording, the NAV calculation shall not be affected by
   more than 1%.
   The valuation guidelines as outlined above are as per prevailing Regulations and are subject to change
   from time to time in conformity with changes made by SEBI.


7) Valuation of Derivative Products


   (i) The traded derivatives shall be valued at market price in conformity with the stipulations of sub
       clauses (i) to (v) of clause 1 of the Eighth Schedule to the Securities and Exchange Board of India
       (Mutual Funds) Regulations, 1996.


   (ii) The valuation of untraded derivatives shall be done in accordance with the valuation method for
        untraded investments prescribed in sub clauses (i) and (ii) of clause 2 of the Eighth Schedule to
        the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

   NAV of units under the Scheme shall be calculated as shown below :


                  Market or Fair Value of Scheme’s investments + Current Assets
                                 - Current Liabilities and Provision
   NAV (Rs.) =_____________________________________________________
                             No. of Units outstanding under Scheme

The NAV of the Scheme will be calculated as of the close of every Business Day. The valuation of
the Scheme’s assets and calculation of the Scheme’s NAV shall be subject to audit on an annual
basis and such regulations as may be prescribed by SEBI from time to time.




                                                                                                       69
n) Accounting Policies & Standards

In accordance with the Regulations, the AMC will follow the accounting policies and standards, as
detailed below:
a) The AMC, for each Scheme and its Plans, shall keep and maintain proper books of account, records
   and documents, so as to explain its transactions and to disclose at any point of time the financial
   position of the Scheme and, in particular, give a true and fair view of the state of affairs of the Fund.
b) For the purposes of the financial statements, the Scheme and its Plans shall mark all investments to
   market and carry investments in the balance sheet at market value. However, since the unrealized gain
   arising out of appreciation on investments cannot be distributed, provision shall be made for
   exclusion of this item when arriving at distributable income.
c) Dividend income earned by the Scheme and its Plans shall be recognized, not on the date the dividend
   is declared, but on the date the share is quoted on an ex-dividend basis. For investments, which are
   not quoted on the stock exchange, dividend income would be recognized on the date of declaration of
   dividend.
d) In respect of all interest-bearing investments, income shall be accrued on a day to day basis as it is
   earned. Therefore, when such investments are purchased, interest paid for the period from the last
   interest due date up to the date of purchase should not be treated as a cost of purchase but shall be
   debited to Interest Recoverable Account. Similarly, interest received at the time of sale for the period
   from the last interest due date up to the date of sale must not be treated as an addition to sale value but
   shall be credited to Interest Recoverable Account.


e) In determining the holding cost of investments and the gains or loss on sale of investments, the
   “average cost” method shall be followed for each security.
f) Transactions for purchase or sale of investments shall be recognized as of the trade date and not as of
   the settlement date, so that the effect of all investments traded during a financial year are recorded
   and reflected in the financial statements for that year. Where investment transactions take place
   outside the stock market, for example, acquisition through private placement or purchases or sales
   through private treaty, the transaction would be recorded, in the event of a purchase, as of the date on
   which the Scheme obtains an enforceable obligation to pay the price or, in the event of a sale, when
   the Scheme obtains an enforceable right to collect the proceeds of sale or an enforceable obligation to
   deliver the instruments sold.
g) Bonus shares to which the Scheme and the Plans thereunder becomes entitled shall be recognized
   only when the original shares on which the bonus entitlement accrues are traded on the stock
   exchange on an ex-bonus basis. Similarly, rights entitlements shall be recognized only when the
   original shares on which the right entitlement accrues are traded on the stock exchange on an ex-right
   basis.
h) Where income receivable on investments has accrued but has not been received for the period
   specified in the guidelines issued by the Board, provision shall be made by debiting to the revenue
   account the income so accrued in the manner specified by guidelines issued by the Board.
i)   When units are sold in the Scheme and its Plans, an appropriate part of the sale proceeds shall be
     credited to an Equalization Account and when units are repurchased an appropriate amount shall be
     debited to Equalization Account. The net balance on this account shall be credited or debited to the
     Revenue Account. The balance on the Equalization Account debited or credited to the Revenue


                                                                                                           70
     Account shall not decrease or increase the net income of the Fund but is only an adjustment to the
     distributable surplus. It shall therefore be reflected in the Revenue Account only after the net income
     of the Fund is determined.
j)   When units are sold, after considering the equalization as above, the difference between the sale price
     and the face value of the Unit, if positive, shall be credited to reserves and if negative, shall be
     debited to reserve, the face value being credited to Capital Account. Similarly, when the Units are
     repurchased, after considering the equalization as above, the difference between the purchase price
     and face value of the Unit, if positive, shall be debited to reserves and, if negative, shall be credited to
     reserves, the face value being debited to the Capital Account.
k) The cost of investments acquired or purchased shall include brokerage, stamp charges and any charge
   customarily included in the broker’s bought note. In respect of privately placed debt instruments any
   front-end discount offered shall be reduced from the cost of the investment.
l)   Underwriting commission shall be recognized as revenue only when there is no devolvement on the
     Scheme and its Plans. Where there is devolvement on the Scheme and the Plans thereunder, the full
     underwriting commission received and not merely the portion applicable to the devolvement shall be
     reduced from the cost of the investment.


The accounting policies and standards outlined above are as per the existing Regulations and are subject
to change as per changes in the Regulations.


Guidelines For Identification and Provisioning for Non Performing Assets (Debt Securities) For
Mutual Funds:


(A) Definition of a Non Performing Asset (NPA)
     An ‘asset’ shall be classified as non performing, if the interest and/or principal amount have not been
     received or remained outstanding for one quarter from the day such income / instalment has fallen
     due.


(B) Effective date for classification and provisioning of NPAs:
     The definition of NPA may be applied after a quarter past due date of the interest. For e.g. if the due
     date for interest is 30.06.2002, it will be classified as NPA from 01.10.2002.


(C) Treatment of income accrued on the NPA and further accruals
     After the expiry of the 1st quarter from the date the income has fallen due, there will be no further
     interest accrual on the asset i.e. if the due date for interest falls on 30.06.2002 and if the interest is not
     received, accrual will continue till 30.09.2002 after which there will be no further accrual of income.
     In short, taking the above example, from the beginning of the 2nd quarter there will be no further
     accrual on income.
     On classification of the asset as NPA from a quarter past due date of interest, all interest accrued and
     recognized in the books of accounts of the Fund till the date, should be provided for. For e.g. if
     interest income falls due on 30.06.2002, accrual will continue till 30.09.2002 even if the income as on
     30.06.2002 has not been received. Further, no accrual will be done from 01.10.2002 onwards. Full
     provision will also be made for interest accrued and outstanding as on 30.06.2002.


(D) Provision for NPAs – Debt Securities


                                                                                                                71
    Both secured and unsecured investments once they are recognized as NPAs call for provisioning in
    the same manner and where these are related to close ended scheme the phasing would be such that to
    ensure full provisioning prior to the closure of the scheme or the scheduled phasing which ever is
    earlier.
    The value of the asset must be provided in the following manner or earlier at the discretion of the
    fund. Fund will not have discretion to extend the period of provisioning. The provisioning against the
    principal amount or instalments should be made at the following rates irrespective of whether the
    principal is due for repayment or not.
    •    10% of the book value of the asset should be provided for after 6 months past due date of interest
         i.e. 3 months form the date of classification of the asset as NPA.

    •    20% of the book value of the asset should be provided for after 9 months past due date of interest
         i.e. 6 months from the date of classification of the asset as NPA.

    •    Another 20% of the book value of the assets should be provided for after 12 months past due date
         of interest i.e. 9 months form the date of classification of the asset as NPA.

    •    Another 25% of the book value of the assets should be provided for after 15 months past due date
         of interest i.e. 12 months from the date of classification of the asset as NPA.

    •    The balance 25% of the book value of the asset should be provided for after 18 months past due
         date of the interest i.e. 15 months form the date of classification of the assets as NPA.


    Book value for the purpose of provisioning for NPAs shall be taken as a value determined as per the
    prescribed valuation method.


(E) Reclassification of assets
    Upon reclassification of assets as ‘performing assets’:
    1. In case a company has fully cleared all the arrears of interest, the interest provisions can be written
        back in full.
    2. The asset will be reclassified as performing on clearance of all interest arrears and if the debt is
        regularly serviced over the next two quarters.
    3. In case the company has fully cleared all the arrears of interest, the interest not credited on accrual
        basis would be credited at the time of receipt.

    4. The provision made for the principal amount can be written back in the following manner: -

        •   100% of the asset provided for in the books will be written back at the end of the 2nd quarter
            where the provision of principal was made due to the interest defaults only.

        •   50% of the asset provided for in the books will be written back at the end of the 2nd quarter and
            25% after every subsequent quarter where both instalments and interest were in default earlier.



                                                                                                           72
   5. An asset is reclassified as 'standard asset' only when both overdue interest and overdue instalments
       are paid in full and there is satisfactory performance for a subsequent period of 6 months.


(F) Receipt of past dues


  When the fund has received income/principal amount after their classifications as NPAs;


  For the next 2 quarters, income should be recognized on cash basis and thereafter on accrual basis. The
  asset will be continued to be classified as NPA for these two quarters.


  During this period of two quarters although the asset is classified as NPA no provision needs to be
  made for the principal if the same is not due and outstanding


  If part payment is received towards principal, the asset continues to be classified as NPA and
  provisions are continued as per the norms set at (D) above. Any excess provision will be written back.

  Some of the investments made by mutual funds may become non-performing (NPAs) or illiquid at the
  time of maturity/closure of schemes. In due course of time, these NPAs and illiquid securities may be
  realised by the mutual funds i.e. after the winding up of the schemes.

  Such amount would be distributed, if it is substantial and is realised within two years, to the old
  investors. In case the amount is not substantial or it is realised after two years, it may be transferred to
  the Investor Education Fund maintained by each mutual fund as specified in SEBI circular
  MFD/CIR/9/120/2000 dated November 24, 2000. The decision as to the determination of substantial
  amount shall be taken by the trustees of mutual funds after considering the relevant factors.


(G) Classification of Deep Discount Bonds as NPAs
   Investments in Deep Discount Bonds can be classified as NPAs, if any two of the following
   conditions are satisfied:
   • If the rating of the Bond comes down to grade ‘BB’ or below.
   •    If the company is defaulting in their commitments in respect of other assets, if available.
   •    Full Net worth erosion.
   Provision should be made as per the norms set at (D) above as soon as the asset is classified as NPA.
   Full provision can be made if the rating comes down to grade ‘D’


(H) Reschedulement of an asset
   In case any company defaults either interest or principal amount and the fund has accepted a
   Reschedulement of the schedule of payments, then the following practice may be adhered to:


   (i) In case it is a first Reschedulement and only interest is in default, the status of the asset
   namely, ‘NPA’ may be continued and existing provisions should not be written back. This



                                                                                                           73
   practice should be continued for two quarters of regular servicing of the debt. Thereafter, this be
   classified as ‘performing asset’ and the interest provided may be written back.



   (ii) If the Reschedulement is done due to default in interest and principal amount, the asset should
   be continued as non-performing for a period of 4 quarters, even though the asset is continued to
   be serviced during these 4 quarters regularly. Thereafter, this can be classified as ‘performing
   asset’ and all the interest provided till such date should be written back.



   (iii) If the Reschedulement is done for a second/third time or thereafter, the characteristic of NPA
   should be continued for eight quarters of regular servicing of the debt. The provision should be
   written back only after it is reclassified as ‘performing asset’.
(I) Disclosure in the Half Yearly Portfolio Reports
   The mutual funds shall make scripwise disclosures of NPAs on half yearly basis along with the half
   yearly portfolio disclosure.


   The total amount of provisions made against the NPAs shall be disclosed in addition to the total
   quantum of NPAs and their proportion of the assets of the mutual fund scheme. In the list of
   investments an asterisk mark shall be given against such investments, which are recognized as NPAs.
   Where the date of redemption of an investment has lapsed, the amount not redeemed shall be shown
   as ‘Sundry Debtors’ and not investment provided that where an investment is redeemable by
   installments that will be shown as an investment until all installments have become overdue.




                                                                                                          74
                                                   SECTION III
                                 UNITS & THE NEW FUND OFFER
GENERAL INFORMATION

a) Minimum Subscription Amount
   During the New Fund Offer period of the Plans under the Scheme, each Plan seeks to raise a
   minimum subscription of Rs.2 Crore.

b) New Fund Offer Price
   The corpus of each of the Plans will be divided into Units having an initial value of Rs.10 each. Units
   can be purchased at this price during the New Fund Offer Period.

c) New Fund Offer Period
   The New Fund Offer Period for the Plans under the Scheme will be as follows

          Plan(s)                    New Fund Offer opens          New Fund Offer closes

          One Month Plan
          Three Months Plan A
          Three Months Plan B
          Three Months Plan C
          One Year Plan A
          One Year Plan B
          Thirteen Months

d) Extension or Termination of New Fund Offer Period
   The Trustee reserves the right to extend the closing date, subject to the condition that the subscription
   list shall not be kept open for more than 30 days.
e) Minimum Amount per application
     Name of the Option under Minimum Application amount per Option
     the Plans of the Scheme
     Retails Option                  Rs.5,000/- per option and in multiples of Re. 1 thereafter
     Institutional Option            Rs.2 crores per option and in multiples of Re. 1 thereafter

f) New Fund Offer Expenses
   The entire New Fund offer expenses for the Scheme will be borne by the Asset Management
   Company. Thus, for every Rs.100 subscribed, an amount of Rs. 100 will be invested in the Scheme.
    The total New Fund offer Expenses chargeable to the Plans under the Scheme as per the current
    Regulations are subject to a maximum of 6% of the amount collected during the New Fund Offer
    Period.
    Estimated New Fund Offer expenses are proposed to be as under:
     Category of expenses                                          % to Target mobilisation
     Advertisement,     Marketing,     Printing,    Distribution                5.75


                                                                                                         75
      expenses and Selling Commissions
      Collection and Registrar                                                      0.10
      Bank charges & other expenses                                                 0.15
      Total                                                                         6.00
     The above percentages have been arrived at based on a target mobilisation of Rs. 2 crore under the
     Plans of the Scheme. The above estimates are subject to change as per actuals.

g) Options offered under the Plans
   Presently, there are two options available under each Plan of the Scheme i.e. Institutional Option and
   Retail Option. Cumulative and Dividend sub-options will be available under all the Plans of the
   Scheme. Cumulative sub-option shall be the default sub-option under One Year Plan A, One Year
   Plan B and Thirteen Months Plan. Dividend reinvestment option shall be the default sub-option under
   One Month Plan, Three Months Plan A, Three Months Plan B and Three Months Plan C.

     The Trustee reserves the right to declare dividend under Dividend sub-option. The Plans may declare
     dividends depending on the net distributable surplus available under the Plans. The dividends
     declared under the Dividend re-investment sub-options will be compulsorily re-invested into the Plan.

     It should, however, be noted that actual distribution of dividends and the frequency of distribution
     will depend, inter-alia, on the availability of distributable surplus and will be entirely at the discretion
     of the Trustee.
     The Trustee may, at a later date, decide to introduce any other options, as is considered necessary.

h) Pledge of Units for loans
   The Units can be pledged by the Unitholders as security for raising loans subject to the conditions of
   the lending institution. The Registrar will take note of such pledge / charge in its records.

i)   How to Switch
      Investors who hold units in any of the open-ended Debt schemes of the Prudential ICICI Mutual
      Fund may switch all or part of their holdings to the Plans under Scheme, during the New Fund Offer
      Period. Switch-in requests are subject to the minimum application amount as mentioned in this offer
      document on page no.___

      For switch-in requests received during the New Fund Offer Period (NFO) of the Plans under the
      Scheme, the switch-out requests from the Source scheme will be effected based on the applicable
      NAV of the Source scheme, as on the last day of the NFO, whereas the switch-in requests under the
      Scheme will be processed on the date of the allotment of the Units. AMC shall not be liable for
      losses incurred, if any, by the investor due to the time lag between switch-outs happening on the last
      day of NFO and the Switch-in into the Plans under the Scheme to be processed on the Allotment
      date.

      During the repurchase facility period as offered under the Scheme, the Unitholders will have the
      option to switch all or part of their investment from the Scheme to any of the other schemes offered
      by the Fund provided the offer document of the scheme to which the holdings are to be switched in,
      permits such switch.

      To effect a switch, a Unitholder must provide clear instructions. A request for a switch may be
      specified either in terms of amount or in terms of the number of units of the scheme from which the


                                                                                                              76
     switch is sought. Such instructions may be provided in writing or by completing the Switch Request
     Slip provided in the transaction booklet and lodging the same on any Business Day at any of the
     Customer Service Centres. An Account Statement /transaction confirmation reflecting the new
     holdings will be despatched to the Unitholders within 3 Business Days of completion of switch
     transaction.

     The switch will be effected by redeeming Units from the Scheme in which the Units are held and
     investing the net proceeds in the other scheme(s), subject to the minimum balance applicable for the
     respective scheme(s).

     The price at which the Units will be switched out of the Scheme will be based on the Applicable
     NAV of the relevant scheme(s) and considering any exit/entry combination of entry and exit loads
     that the Trustee may approve from time to time.

j) Who can Invest?
   The following persons are eligible and may apply for subscription to the Units of the Plan (subject,
   wherever relevant, to purchase of units of Mutual Funds being permitted under respective
   constitutions and relevant statutory regulations):

    •   Resident adult individuals either singly or jointly (not exceeding three)
    •   Minor through parent/lawful guardian
    •   Companies, Bodies Corporate, Public Sector Undertakings, association of persons or bodies of
        individuals and societies registered under the Societies Registration Act, 1860 (so long as the
        purchase of units is permitted under the respective constitutions)
    •   Religious and Charitable Trusts under the provisions of 11(5)(xii) of Income-tax Act, 1961 read
        with Rule 17C of Income-Tax Rules, 1962
    •   Partnership Firms
    •   Karta of Hindu Undivided Family (HUF)
    •   Banks & Financial Institutions
    •   Non-resident Indians/Persons of Indian origin residing abroad (NRIs) on full repatriation basis or
        on non repatriation basis
    •   Foreign Institutional Investors (FIIs) registered with SEBI on full repatriation basis
    •   Army, Air Force, Navy and other para-military funds
    •   Scientific and Industrial Research Organizations
    •   Mutual fund Schemes
Every investor, depending on any of the above category under which he/she/ it falls, is required to provide
the relevant documents alongwith the application form as may be prescribed by AMC.


k) How to apply?
i) New Fund Offer
    Application Forms will be available at the collecting bank branches, Brokers, at the corporate office
    of the AMC and the office of the Registrar.

    Applications complete in all respects, may be submitted before closure of the New Fund Offer Period
    at the designated branches of collecting bankers, at locations mentioned in the Application Form.



                                                                                                        77
   Kindly retain the acknowledgement slip initialled/stamped by the collecting agency.

(ii) Resident Investors - Mode of Payment
     Investors may make payments for subscription to the Units of the Scheme by local cheque/bank draft,
     drawn on any bank branch, which is a member of Bankers Clearing House located in the centre where
     the application is lodged. Cheques/demand drafts should be drawn in favour of “Prudential ICICI
     Fixed Maturity Plan Series 35 – One Month Plan ” or “Prudential ICICI Fixed Maturity Plan
     Series 35 –“Three Months Plan A” or “Three Months Plan B” or Prudential ICICI Fixed Maturity
     Plan Series 35 –“Three Months Plan C or “Prudential ICICI Fixed Maturity Plan Setries 35-“One
     Year Plan A” or “One Year Plan B” or Prudential ICICI Fixed Maturity Plan Series 35 –
     “Thirteen Months Plan, as the case may be depending on the Plan being subscribed for and must be
     crossed “Account Payee Only”. Cash will not be accepted for subscription. Bank collection centres
     will accept applications only during the New Fund Offer Period.

   Payments by Stock invest and out-station and/or post-dated cheques will not be accepted.
   The Fund will bear the demand draft charges subject to maximum of Rs. 50,000/- per transaction for
   purchase of units by investors residing at location where the Asset Management Company (AMC’s)
   Customer Service Centers/ Collection Centers are not located as mentioned in the table below:


     Amount of Investment               Rate of Charges for Demand Draft(s)
     Upto Rs.10,000/-                   At actual, subject to a maximum of Rs. 50/-
     Above Rs.10,000/-                  Rs. 3/- per Rs. 1000/-
     Maximum Charges                    Rs. 50,000/-


   AMC reserves the right to refuse bearing of demand draft charges, in case of investments made by the
   same applicant(s) through multiple applications at its own discretion which will be final and binding
   on the investor.

   Investors residing at places other than where the AMC Customer Service Centers/ Collection Centers
   are located, are requested to make the payment by way of demand draft(s) after deducting charges as
   per the rates indicated in the above table. It may be noted that additional charges, if any, incurred by
   the investor over and above the levels indicated above will not be borne by the Fund.

   No demand draft charges will be borne by the Fund for purchase of Units by investors residing at
   such locations where the Customer Service Centers/Collection Centers of the AMC are located.

   The Trustee shall have absolute discretion to accept/reject any application for purchase of Units, if in
   the opinion of the Trustee, increasing the size of Scheme’s Unit capital is not in the general interest of
   the Unitholders, or the Trustee for any other reason believes it would be in the best interest of the
   Schemes or its Unitholders to accept/reject such an application.

(iii) NRIs, FIIs
      NRIs
      In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000, RBI has granted
      general permission to NRIs to purchase, on a repatriation basis units of domestic mutual funds.



                                                                                                          78
   Further, the general permission is also granted to NRIs to sell the units to the mutual funds for
   repurchase or for the payment of maturity proceeds, provided that the units have been purchased in
   accordance with the conditions set out in the aforesaid notification.
   For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section
   10 of Income-Tax Act 1961.

   However, NRI investors, if so desired, also have the option to make their investment on a non-
   repatriable basis.

   In case of NRI investments, the applications and the cheque have to be accompanied by the debit
   certificate from the bank on which cheque is drawn. .

   In case the debit certificate is not provided, the AMC reserves the right to reject the application of the
   NRI investors.
   FIIs
   In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000. RBI has granted
   general permission to a registered FII to purchase on a repatriation basis units of domestic mutual
   funds subject to the conditions set out in the aforesaid notification. Further, the general permission is
   also granted to FIIs to sell the units to the mutual funds for repurchase or for the payment of maturity
   proceeds, provided that the units have been purchased in accordance with the conditions set out in the
   aforesaid notification.


   For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section
   10 of Income-Tax Act 1961.

iv) Mode of Payment on Repatriation basis
    FIIs may pay their subscription amounts either by way of inward remittance through normal banking
    channels or out of funds held in Foreign Currency Account or Non-resident Rupee Account
    maintained by the FII with a designated branch of an authorized dealer with the approval of the RBI
    subject to the terms and conditions set out in the aforesaid notification.

   In case of NRIs and persons of Indian origin residing abroad, payment may be made by way of Indian
   Rupee drafts purchased abroad and payable at Mumbai or by way of cheques drawn on Non-Resident
   (External) (NRE) Accounts payable at par at Mumbai. Payments can also be made by means of rupee
   drafts payable at Mumbai and purchased out of funds held in NRE Accounts / FCNR Accounts.

   In case Indian rupee drafts are purchased abroad or from Foreign Currency Accounts or Non-resident
   Rupee Accounts an account debit certificate from the Bank issuing the draft confirming the debit shall
   also be enclosed.

   All cheques/drafts should be made out in favour of “Prudential ICICI Fixed Maturity Plan Series
   35 – One Month Plan – NRI/FII” or “Prudential ICICI Fixed Maturity Plan Series 35 – Three
   Month Plan A – NRI/FII” or “Prudential ICICI Fixed Maturity Plan Series 35 – Three Months
   Plan B– NRI/FII” or “Prudential ICICI Fixed Maturity Plan Series 35 – Three Months Plan C–
   NRI/FII” or “Prudential ICICI Fixed maturity Plan Series 35 – One Year Plan A- NRI/FII” or
   “Prudential ICICI Fixed Maturity Plan Series 35 – One year Plan B – NRI/FII”or “Prudential
   ICICI Fixed Maturity Plan Series 35 – Thirteen Months Plan – NRI/FII” and so on, as the case
   may be depending on the Plan being subscribed for as the case may be and crossed “Account Payee




                                                                                                          79
    Only”. In case Indian Rupee drafts are purchased abroad or from FCNR/NRE A/c. an account debit
    certificate from the Bank issuing the draft confirming the debit shall also be enclosed.


v) Mode of payment on Non-Repatriation basis
   In case of NRIs/ Persons of Indian origin seeking to apply for Units on a non-repatriation basis,
   payments may be made by cheques/demand drafts drawn out of Non-Resident Ordinary (NRO)
   accounts/ Non-Resident Special Rupee (NRSR) accounts and Non Resident Non-Repatriable (NRNR)
   accounts payable at the city where the Application Form is accepted.

vi) Investments of the minor investor on attaining majority
    Upon attaining majority, a minor has to write to the fund, giving his specimen signature duly
    authenticated by his banker as well his new bank mandate, PAN details, UIN details (if applicable as
    per prevalent SEBI Guidelines) in order to facilitate the Fund to update its records and permit the
    erstwhile minor to operate the account in his own right.

vii) Application under Power of Attorney/ Body Corporate/ Registered Society/ Partnership
    Every investor, depending on the category under which he/she/ it falls, is required to provide the
    relevant documents alongwith the application form as may be prescribed by AMC.

    In case of an application under the Power of Attorney or by a limited company, body corporate,
    registered society or partnership etc., the relevant Power of Attorney or the relevant resolution or
    authority to make the application as the case may be, or duly certified copy thereof, along with the
    memorandum and articles of association/bye-laws must be lodged at the Registrar’s Office at the time
    of submission of application.

    In case an investor has issued Power of Attorney (POA) for making investments, switches,
    redemptions etc. under his folio, both the signature of the investor and the POA holder have to be
    clearly captured in the POA document to be accepted as a valid document. At the time of making
    redemption / switches the fund would not be in a position to process the transaction unless, POA
    holder's signature is available in the POA or proof of identity alongwith signature is produced along
    with the POA.


viii) Joint Applicants
    In the event an Account has more than one registered owner, the first-named holder (as determined by
    reference to the original Application Form) shall receive the Account Statement, all notices and
    correspondence with respect to the Account, as well as the proceeds of any redemption requests or
    dividends or other distributions. In addition, such Unitholders shall have the voting rights, as
    permitted, associated with such Units, as per the applicable guidelines.
    Applicants can specify the ‘mode of holding’ in the Application Form as ‘Jointly’ or ‘Anyone or
    Survivor’. In the case of holding specified as ‘Jointly’, redemptions and all other requests relating to
    monetary transactions would have to be signed by all joint holders. However, in cases of holding
    specified as ‘Anyone or Survivor’, any one of the Unitholders will have the power to make
    redemption requests, without it being necessary for all the Unitholders to sign. However, in all cases,
    the proceeds of the redemption will be paid to the first-named holder.
ix) Nomination Facility
    The Scheme provides for the nomination facility as permitted under the Regulations.
    Nomination Forms are available alongwith the application forms at any of the Customer Service



                                                                                                         80
     Centres of the AMC.
     It may, however, be noted that in the event of death of the Unitholder and in the event a nominee has
     been named, the nominee shall stand transposed in respect of the Units held by the Unit holder. Such
     nominee (new Unit holder) will hold the Units in trust for and on behalf of the estate of the original
     Unit holder and his / her legal heirs. Such payments made by the AMC shall be full and valid
     discharge of the AMC / Fund from all further liabilities in respect of the sums so paid.
     The AMC shall have the right to ask for any additional information / documentation as it may deem
     necessary to satisfy itself as to the identity of the Nominee/ Claimant including but not limited to
     procuring an Indemnity Bond.
     Where the units are held by more than one person jointly, the joint unitholders may together nominate
     a person in whom all the rights in the units shall vest in the event of death of all the joint unit holders.


l)   Issuance of Units
     Subject to receipt of minimum subscription amount, full allotment will be made to all valid
     applications received during the New Fund Offer Period. Allotment of units will be completed not
     later than 30 days after the close of the New Fund Offer Period.

m) Account Statements
   An Account Statement will be sent by ordinary post to each Unitholder, stating the number of Units
   allotted, not later than 30 days from the close of New Fund Offer Period. In case the investor provides
   the e-mail address, the Fund will provide the Account Statement only through e-mail message. The
   Account Statements shall be non-transferable. If the Unitholder so desires, non-transferable unit
   certificates will be issued within six weeks of the receipt of request for the certificate.

     Allotment of Units and despatch of Account Statements to FIIs will be subject to RBI approval.
     Any addition/ deletion of name from the folio of the unitholder is deemed as transfer of units. But the
     Units of the Scheme are not transferable.
     In view of the same, additions/ deletion of names will not be allowed under any folio of the
     Scheme.
     The above provisions in respect of deletion of names will not be applicable in case of death of
     unitholder (in respect of joint holdings) as this is treated as transmission of units and not transfer.

n) Refunds
   In accordance with the Regulations, if the Scheme fails to collect the minimum subscription amount
   specified on Page __, the Fund shall be liable to refund the money to the applicants.

     In addition to the above, refund of subscription money to applicants who have not been allotted the
     Units due to oversubscription/ applicants whose applications are invalid for any reason whatsoever
     will commence immediately after the allotment process is completed. Refunds will be completed
     within six weeks of the close of the New Fund Offer Period. If the Fund refunds the amount after six
     weeks, interest @ 15% per annum shall be paid by the AMC. Refund orders will be marked “A/c.
     Payee only” and drawn in the name of the applicant in the case of sole applicant and in the name of
     the first applicant in all other cases. All refund cheques will be sent by Registered Post A.D.

     As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account
     numbers in their applications for purchase or redemption of Units. If the Unit-holder fails to provide
     the Bank mandate, the request for redemption would be considered as not valid and the Fund retains
     the right to withhold the redemption until a proper bank mandate is furnished by the Unit-holder and
     the provision with respect of penal interest in such cases will not be applicable/ entertained.


                                                                                                              81
o) Redemption of Units
   The Units can be redeemed (i.e., sold back to the Fund), at the Applicable NAV (hereinafter defined)
   commencing from not later than 30 days after the close of the New Fund Offer Period on every 2nd
   and 4th Wednesday of each calendar month (the stipulated date).

     If this date happens to be the non-business day, repurchase facility would be available on following
     Business Day of the said date.

     The Redemption requests can be made by unit holders in amounts, with a minimum of Rs 5,000 or
     500 units provided that minimum balance under a particular folio does not fall below Rs. 5,000/-
     under Retail Option and in case of Institutional Option redemption request can be made for any
     amount in multiples of Re.1/-.

     A Unit holder may request redemption of a specified amount or a specified number of Units, (subject
     to the minimum redemption amount as mentioned above) the number of Units specified will be
     considered for deciding the redemption amount. If only the redemption amount is specified by the
     Unit holder, the Fund will divide the redemption amount so specified by the Applicable NAV based
     price to arrive at the number of Units.
     Unitholders may also request for redemption of their entire holding and close the account by
     indicating the same at the appropriate place in the Redemption Request Form.

i)   Redemption Price
     The Redemption Price of the Units will be based on the Applicable NAV subject to the prevalent exit
     load provisions. The Redemption Price of the Units will be computed as follows:

     Redemption Price = Applicable NAV * (1-Exit Load, if any).

     The redemption will be at Applicable NAV based prices subject to applicable load structure. Please
     see section “ Load Structure” on page ___for details of exit load. For the present, the Trustees donot
     intend to charge an exit load on the amout

    As there is no entry load in the proposed Schemes and the exit load upto 2% of the applicable NAV if
    investments are repurchased before the maturity of the plans under the Schemes, the Fund will ensure
    that the Repurchase Price is not lower than 97% of the NAV and the Sale Price is not higher than
    101% of the NAV and will thus ensure that the difference between the repuchase price and the sale
    price of the unit shall not exceed 7% calculated on the sale price.
ii) Applicable NAV
    i. Purchases including switch ins
         Investors can subscribe to the Units of the Plans under the Scheme during the New Fund Offer
         Period only.
         In respect of valid applications received upto closing business hours of the last day of New Fund
         Offer Period by the Mutual Fund alongwith a local cheque or a demand draft payable at par at the
         place where the application is received, the units will be issued.
         No applications will be accepted after the cut-off time by the Mutual Fund
         In respect of valid applications with outstation cheques/ demand drafts not payable at par at the
         place where the application is received also, the units will be issued.

     ii. Redemptions including switch outs


                                                                                                        82
           In respect of valid applications received upto the cut-off time on the business day on which
           repurchase facility is provided as prescribed on page no____ by the Mutual Fund, same day’s
           closing NAV shall be applicable.
           No applications will be accepted after the cut-off time on the business day on which repurchase
           facility is provided by the Mutual Fund, as stated above.
           Cut-off time for redemptions including switch outs: 3.00 p.m.

iii)       Cooling-off period for web based transactions:

           For all web-based transactions under the schemes of Prudential ICICI Mutual Fund, entered
           through the website of the fund viz. www.pruicici.com, there would be a cooling off period of 30
           minutes before the respective cut-off times for purchase and sale transactions.
           For purchase transactions through the website of the Fund, following rules will apply:
           (a)    Internet Banking: As stated above, provided the electronic bank confirmation is received
                  simultaneously for web-based transactions using internet banking.

           (b)    Applications accompanied by physical cheques/ Demand Drafts: The units will be issued,
                  on receipt of physical transaction request at the nearest official point of transaction of the
                  AMC within 3 business days from the date of transaction.

iv) How to Redeem?
    The redemption requests can be made on the transaction slip for redemption available at the Customer
    Service Centres. The redemption request can be made at any of official point of transaction of the
    AMC as listed in this Offer Document

       In case the Units are standing in the names of more than one Unitholder, where mode of holding is
       specified as ‘Jointly’, redemption requests will have to be signed by all joint holders. However, in
       cases of holding specified as ‘Anyone or Survivor’, any one of the Unitholders will have the power to
       make redemption requests, without it being necessary for all the Unitholders to sign. However, in all
       cases, the proceeds of the redemption will be paid only to the first-named holder.
       The Unitholder may either request for mailing of the redemption proceeds to his/her address or
       collection of the same from AMC.

iv) Payment of Proceeds
       In respect of valid applications received upto the cut-off time on the business day on which
       repurchase facility is provided as prescribed on page no____ by the Mutual Fund, same day’s closing
       NAV shall be applicable.
       Please see page ___ ‘Right to Limit Redemption’ and page ____ ‘Suspension of Sale and Redemption
       of Units’.
       As per the Regulations, the Fund shall despatch the redemption proceeds within 10 (ten) Business
       Days from the date of acceptance of redemption request at any of official point of transaction of the
       AMC.

       The Fund will, under normal circumstances, endeavour to dispatch redemption cheques within 1
       Business Day from the date of acceptance of the redemption request at any of the official point(s) of
       transaction(s). This service standard will apply only at the centers where RBI handles clearing
       directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-
       RBI centers, for redemption payments, AMC will take additional day(s) – not exceeding 3 Business




                                                                                                             83
   Days- that would essentially be linked to the time taken by banks to clear funds at such Non-RBI
   centers.
   The redemption cheque will be issued in favour of the sole/first Unitholder’s registered name and
   bank account number and will be sent to the registered address of the sole/first holder as indicated in
   the original Application Form. The redemption cheque will be payable at par at all the places where
   the Customer Service Centres are located. The bank charges for collection of cheques at all other
   places will be borne by the Unitholder.

   In case of fresh investments, the account statement and in case of redemptions the cheque(s) would be
   sent by courier. In case, the courier is returned undelivered; the AMC will send the same by
   Registered Post A D. The courier and Postal Department as the case may be shall be treated as agents
   of the investor / unitholders. Delivery of the accounts statements and cheques to the courier/ Postal
   Department as the case may be shall be treated as delivery to the investor. The Mutual fund/Registrars
   are not responsible for any delayed delivery or non-delivery of any consequences thereof.

   The AMC shall not be liable to pay for the penal interest, in such cases where AMC has handed over
   the correspondence / cheque to courier Agent / Postal Department within the period stipulated in the
   Offer Document.
   As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account
   numbers/ PAN no./ UIN as mandated by SEBI, in their applications for purchase or redemption of
   Units. If the Unitholder fails to provide the Bank mandate/ PAN no./ UIN as mandated by SEBI, the
   request for redemption would be considered as not valid and the Fund retains the right to withhold the
   redemption until a proper bank mandate is furnished by the Unitholder and the provision with respect
   of penal interest in such cases will not be applicable/ entertained.

   A fresh Account Statement/ Transaction Confirmation Statement will be sent by the Registrar to the
   redeeming investors, indicating the new balance to the credit in the Account.
   In case of Retail Option, the Fund may close a Unitholder’s account if, as a consequence of
   redemption, the balance falls below Rs.1,000 and a period of 30 (thirty) days has elapsed after the
   issue of notice to the Unitholder by the AMC requesting him to bring the amount in the account to the
   minimum described above and the Unitholder fails to do so.

vi) Non receipt of email communication by Investors
   When an investor has communicated his/her e-mail address and has provided consent for sending
   communication only through email, the Mutual Fund / Registrars are not responsible for email not
   reaching the investor and for all consequences thereof.
   The Investor shall from time to time intimate the Mutual Fund / its transfer agents about any changes
   in the email address.


vii) Redemption by NRIs/ FIIs
   Credit balances in the account of an NRI/ FIIs investor, may be redeemed by such investors in
   accordance with the procedure described above and subject to any procedures laid down by the RBI,
   if any. Such redemption proceeds will be paid by means of a Rupee cheque payable to the NRI’s/ FIIs
   or by a foreign currency draft drawn at the then current rates of exchange less bank charges thereof
   subject to RBI procedures/approvals and less tax deductions as may be applicable.
   In terms of the Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000 issued under the
   Foreign Exchange Management Act, 1999 (FEMA) the RBI has granted general permission to NRIs



                                                                                                       84
       and FIIS who have purchased units issued by mutual funds in accordance with the aforesaid
       notification to tender units to the mutual funds for repurchase or for the payment of maturity
       proceeds.
       For the purpose of this section, the term “Mutual Funds” is as referred to in Clause (23D) of Section
       10 of Income-Tax Act 1961.


viii) Effect of Redemptions
       The Unit Capital and Reserves of the Scheme will stand reduced by an amount equivalent to the
       product of the number of Units redeemed and the Applicable NAV as on the date of redemption.


ix) Fractional Units
       Since a request for redemption or purchase is generally made in Rupee amounts and not in terms of
       number of Units of the Scheme, an investor may be left with Fractional Units. Fractional Units will be
       computed and accounted for up to two decimal places. However, Fractional Units will in no way
       affect the investor’s ability to redeem the Units, either in part or in full standing to the Unitholder’s
       credit.

x) Signature mismatch cases
    While processing the redemption / switch out request in case the AMC / Registrar come across a
    signature mismatch, then the AMC/ Registrar reserves the right to process the redemption only on the
    basis of supporting documents confirming the identity of the investors. List of such documents would
    be notified by AMC from time to time on its website.

xi) Right to Limit Redemptions
    After complying with the regulatory requirements, the Trustee and the Board of Directors of the
    AMC may, in the general interest of the Unitholders of the Scheme offered under this Offer
    Document and keeping in view the unforeseen circumstances/unusual market conditions, limit the
    total number of Units which may be redeemed on any Business Day to 5% of the total number of
    Units then in issue, or such other percentage as the Trustee may determine.

       Any Units, which by virtue of these limitations are not redeemed on a particular Business Day, will
       be carried forward for Redemption to the next Business Day, in order of receipt. Redemptions so
       carried forward will be priced on the basis of the Applicable NAV (subject to the prevailing load) of
       the Business Day on which Redemption is made. Under such circumstances, to the extent multiple
       Redemption requests are received at the same time on a single Business Day, Redemptions will be
       made on pro-rata basis, based on the size of each Redemption request, the balance amount being
       carried forward for Redemption to the next Business Day(s).
       Suspension or restriction of repurchase/ redemption facility under any scheme of the mutual fund
       shall be made applicable only after obtaining the approval from the Boards of Directors of the AMC
       and the Trustees. After obtaining the approval from the AMC Board and the Trustees, intimation
       would be sent to SEBI in advance providing details of circumstances and justification for the
       proposed action shall also be informed.
xii)    Suspension of Sale and Redemption of Units
         The Trustee and the Board of Directors of the AMC may decide to temporarily suspend
         determination of NAV of the Scheme offered under this Document, and consequently sale and
         redemption of Units, in any of the following events:
         1. When one or more stock exchanges or markets, which provide basis for valuation for a


                                                                                                             85
          substantial portion of the assets of the Scheme are closed otherwise than for ordinary holidays.
      2. When, as a result of political, economic or monetary events or any circumstances outside the
         control of the Trustee and the AMC, the disposal of the assets of the Scheme is not reasonable,
         or would not reasonably be practicable without being detrimental to the interests of the
         Unitholders.
      3. In the event of breakdown in the means of communication used for the valuation of investments
         of the Scheme, without which the value of the securities of the Scheme cannot be accurately
         calculated.
      4. During periods of extreme volatility of markets, which in the opinion of the AMC are
         prejudicial to the interests of the Unitholders of the Scheme.
      5. In case of natural calamities, strikes, riots and bandhs.
      6. In the event of any force, majeure or disaster that affects the normal functioning of the AMC or
         the Registrar.
      7. If so directed by SEBI.

    In the above eventualities, the time limits indicated above, for processing of requests for purchase and
    redemption of Units will not be applicable.

   Suspension or restriction of repurchase/ redemption facility under any scheme of the mutual fund shall
   be made applicable only after obtaining the approval from the Boards of Directors of the AMC and
   the Trustees. After obtaining the approval from the AMC Board and the Trustees, an intimation
   would be sent to SEBI in advance providing details of circumstances and justification for the
   proposed action shall also be informed.

xiii) Permanent Account Number (PAN)
     If the application is for Rs. 50,000/- or more, then the PAN and IT Circle/Ward/District (if available)
     of the applicant should be mentioned and a copy of PAN Card/Form 60 should be attached with the
     application form. In case of any person who does not have a permanent account number shall make a
     declaration in Form No.60. Any application form without these details will not be accepted by the
     fund.

    In case of web-based transactions, a copy of PAN should be faxed to us before the cut-off time. The
    transactions would be rejected or considered to be invalid, if we do not receive the PAN details
    alongwith the documentary proof before the cut-off time.

    The original copy of PAN details should be submitted within 10 days from the date of execution of
    the transaction, if, we do not receive the same within 10 days, then we reserve the right to reject or
    reverse the transaction
xiv) Unique Identification Number (UIN)
    As per the directives issued by SEBI, obtaining / quoting UIN has been temporarily suspended. If it is
    made mandatory in future, for applicants who are termed as specified investor, to quote UIN (Unique
    Identification Number) (allotted under SEBI MAPIN Regulation) in the application form, any
    application form without these details may not be accepted by the fund.

xv) Dormant Account Locking
    Investment Folios under which there are no transactions for last 24 months shall be classified as
    dormant folios. Redemption, change of address and change of bank requests in such accounts will be
    put through only after secondary checks and such additional safeguards that may be stipulated from


                                                                                                         86
   time to time.


xvi) Prevention of Money Laundering


   Prevention of Money Laundering Act, 2002 came into effect from July 1, 2005 vide Notification No.
   GSR 436(E) dated July 1, 2005 issued by Department of Revenue, Ministry of Finance, Government
   of India. Further, SEBI vide its circular ISD/CIR/RR/AML/1/06 dated January 18, 2006 mandated
   that all intermediaries including Mutual Funds should formulate and implement a proper policy
   framework as per the guidelines on anti money laundering measures and also to adopt a Know Your
   Customer      (KYC)     policy.     SEBI    again  issued     another    circular  reference     no.
   ISD/CIR/RR/AML/2/06dated March 20, 2006 advising all intermediaries to take necessary steps to
   ensure compliance with the requirement of section 12 of the Act inter-alia maintenance and
   preservation of records and reporting of information relating to cash and suspicious transactions to
   Financial Intelligence Unit-India (FIU-IND), New Delhi.


   According to guidelines, the investor(s) should ensure that the amount invested in the scheme is
   through legitimate sources only and does not involve and is not designated for the purpose of any
   contravention or evasion of the provisions of the Income Tax Act, Prevention of Money Laundering
   Act, Prevention of Corruption Act and / or any other applicable law in force and also any laws
   enacted by the Government of India from time to time or any rules, regulations, notifications or
   directions issued thereunder.


   To ensure appropriate identification of the investor(s) under its KYC policy and with a view to
   monitor transactions for the prevention of money laundering, Prudential ICICI AMC / Prudential
   ICICI Mutual Fund reserves the right to seek information, record investor’s telephonic calls and / or
   obtain and retain documentation for establishing the identity of the investor, proof of residence,
   source of funds, etc. It may re-verify identity and obtain any incomplete or additional information for
   this purpose.

   The investor(s) and their attorney, if any, shall produce reliable, independent source documents such
   as photographs, certified copies of ration card/ passport/ driving license/PAN card, etc. and/or such
   documents or produce such information as may be required from time to time for verification of the
   identity, residential address and financial information of the investor(s) by the AMC/Mutual Fund. If
   the investor(s) or the person making payment on behalf of the investor(s), refuses / fails to provide the
   required documents/ information within the period specified in the communication(s) sent by the
   AMC to the investor(s) then the AMC, after applying appropriate due diligence measures, believes
   that the transaction is suspicious in nature within the purview of the Act and SEBI circulars issued
   from time to time and/or on account of deficiencies in the documentation, shall have absolute
   discretion to report suspicious transactions to FIU-IND and / or to freeze the folios of the investor(s),
   reject any application(s) / allotment of units and effect mandatory redemption of unit holdings of the
   investor(s) at the applicable NAV subject to payment of exit load, if any, in terms of the said
   communication sent by the AMC to the investor(s) in this regard. The KYC documentation shall also
   be mandatorily complied with by the holders by virtue of operation of law e.g. transmission, etc. The
   Prudential ICICI Mutual Fund, Prudential ICICI Asset Management Company Limited, Prudential
   ICICI Trustee Company Limited and their Directors, employees and agents shall not be liable in any
   manner for any claims arising whatsoever on account of freezing the folios / rejection of any
   application / allotment of units or mandatory redemption of units due to non-compliance with the
   provisions of the Act, SEBI circular(s) and KYC policy and / or where the AMC believes that


                                                                                                         87
transaction is suspicious in nature within the purview of the Act and SEBI circular(s) and reporting
the same to FIU-IND.




                                                                                                 88
                                               SECTION IV
                               LOAD STRUCTURE, FEES AND EXPENSES


       A) LOAD STRUCTURE OF THE PLANS
          i) Entry Load: Being a close ended Schme; investors can subscribe to the units of the Plans
             under the Scheme during the New Fund offer period only. Presently, the Trustees do not
             intend to charge any entry load on subscription received.
           ii) Exit Load: The investors may redeem the units on the stipulated dates on which Repurchase
               facility is provided, at NAV based prices (Please refer to “Redemption Price” on page ____),
               subject to the following exit load provision:


                   Plans (s)                                Exit Load
                   One Month Plan                               0.5 %
                   Three Months Plan A                          1%
                   Three Months Plan B
                   Three Months Plan C
                   One Year Plan A                               2%
                   One Year Plan B
                   Thirteen Months Plan


           All loads including CDSC for each scheme shall be maintained in a separate account and may be
           utilized towards meeting the selling and distribution expenses. Any surplus in this account may
           be credited to the scheme, whenever felt appropriate by the AMC

  B) FEES AND EXPENSES OF THE PLAN: As per the provisions of the Regulations, read with the
     amendments thereto, the following fees and expenses will be charged to the Plan:

  i)   New Fund Offer Expenses
       The total New Fund Offer Expenses chargeable under Plan as per the current Regulations are subject
       to a maximum of 6% of the amount collected during the New Fund Offer Period. The entire New
       Fund Offer Expenses under the Scheme will be borne by the Asset Management Company.

  ii) Estimated Recurring Expenses

Description                                                    (% per annum of average net assets)
                                                            Institutional               Retail Option
                                                            Option
 Investment Management Fee                                           1.00                    1.00
 Trustee Fee                                                          0.05                   0.05
 Custodian Fee                                                        0.20                   0.20
 Marketing & Selling                                                  0.22                   0.47
 Registrar & Transfer Agent                                           0.10                   0.10



                                                                                                        89
Audit Costs                                                         0.01                    0.01
Costs of Investor Communications                                    0.12                    0.12
Cost of Funds Transfer                                              0.14                    0.14
Costs for A/c Statements, Dividend etc.                             0.11                    0.11
Cost of Statutory Advertisements                                    0.01                    0.01
Other Expenses                                                      0.04                    0.04
Total Recurring Expenses                                            2.00                    2.25

     The maximum recurring expenses charged by the fund in Institutional Option will be upto 2% per
     annum of average net assets and in Retail Option upto 2.25% per annum of average net assets. The
     investment management fee for both the options will be the same

     The purpose of the above table is to assist the investor in understanding the various costs and
     expenses that an investor in the Scheme will bear. These estimates are based on a corpus size of Rs.1
     crore under the Scheme and would change to the extent assets are lower or higher. If the corpus size
     is in excess of Rs.1 crore, the above mentioned recurring expenses in the Scheme would change. The
     above expenses are subject to inter-se change and may increase/decrease as per actual and/or any
     change in the Regulations.

     These estimates have been made in good faith as per information available to the AMC and the total
     expenses may be more than as specified in the table above. However, as per the Regulations, the total
     recurring expenses that can be charged to the Scheme in this Offer Document shall be subject to the
     applicable guidelines. Expenses over and above the permitted limits will be borne by the AMC.

     The recurring expenses of the Schemes, and the additional management fee shall be as per the limits
     prescribed under Sub-Regulations (6) of Regulations 52 of the Regulations and shall not exceed the
     limits prescribed thereunder.

     As per the Regulations, the maximum recurring expenses that can be charged to the Scheme shall be
     subject to a percentage limit of weekly net assets as in the table below:
       First Rs. 100 crore    Next Rs. 300 crore      Next Rs. 300 crore       Over Rs. 700 crore
              2.25%                  2.00%                   1.75%                  1.50%

     Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset
     Management Company.

 C) NEW FUND OFFER EXPENSES OF THE PAST SCHEMES
    i) During the last one fiscal year, Prudential ICICI Mutual Fund launched - Prudential ICICI
    Blended Plan – Plan A, Prudential ICICI Blended Plan – Plan B, Prudential ICICI Infrastructure
    Fund, Prudential ICICI Services Industries Fund, Prudential ICICI Fixed Maturity Plan – Series 28 –
    4 Months Plan, Prudential ICICI Fixed Maturity Plan – Series 28 – 16 Months Plan, Prudential ICICI
    Fixed Maturity Plan – Series 27 – Monthly Plan, Prudential ICICI Fusion Fund, Prudential ICICI
    Fixed Maturity Plan – Series 28 and Prudential ICICI Fixed Maturity Plan – Series 31 – 4 Months
    Plan on April 28, 2005, April 28, 2005, August 16, 2005, October 13, 2005, January 19, 2006,
    January 19, 2006, March 16, 2006, February 1, 2006, March 21, 2006 and March 29, 2006
    respectively.

   ii) New Fund Offer Expenses – Comparison Of Estimated To Actual


                                                                                                       90
      The New Fund Offer Expenses relating to Prudential ICICI Fixed Maturity Plan Series 25 – Quarterly
      Plan, Prudential ICICI Discovery Fund, Prudential ICICI Fixed Maturity Plan Series 25 – 15 Months
      Plan, Prudential ICICI Fixed Maturity Plan – Series 26 – Quarterly Plan, Prudential ICICI Fixed
      Maturity Plan – Series 25 – Yearly Plan, Prudential ICICI Long Term Floating Rate Plan, Prudential
      ICICI Plan I, Prudential ICICI Fixed Matuirty Plan Series 28 - 4 Months Plan, Prudential ICICI Fixed
      Matuirty Plan Series 28 - 16 Months Plan, Prudential ICICI Fixed Matuirty Plan Series 28, Prudential
      ICICI Fixed Matuirty Plan – Series 30 – 13 Months Plan, Prudential ICICI Fixed Matuirty Plan –
      Series 31 – 4 Months Plan, Prudential ICICI Hybrid Fixed Matuirty Plan – 13 Months Plan,
      Prudential ICICI Fixed Matuirty Plan – Series 32 –3 Months Plan A, Prudential ICICI Fixed Matuirty
      Plan – Series 32 –3 Months Plan B, Prudential ICICI Fixed Matuirty Plan – Series 32 –3 Months Plan
      C and Prudential ICICI Fixed Matuirty Plan – Series 32 –3 Months Plan D were borne by the AMC.


                       Blended Plan – Plan A       Blended Plan – Plan B   Infrastructure Fund    Services Industries
                                                                                                         Fund
 Description          Estimated - Actuals - % to Estimated - Actuals - % to Estimated - Actuals - Estimated Actuals -
                      % to Target Subscription % to Target Subscription % to Target %           to - % to %         to
                       Amount                     Amount                     Amount Subscripti Target Subscripti
                                                                                        on         Amount on
 Advertising,              *           0.0922         *          0.0921        *       0.2063        *       0.3615
 printing and
 other
 marketing
 expenses
 Collection,               *           0.0020         *          0.0028        *       0.0414        *       0.0379
 Registrar and
 Bank charges
 Selling                   *           0.0000         *          0.0000        *       0.7264        *       0.6787
 Commissions
 Total                  3.7500         0.0942      3.7500        0.0950     3.7500     0.9741     3.7500     1.0782
 Target       Rs.1 Lakh              Rs. 963.80   Rs.1 Lakh    Rs.365.07   Rs.1 Lakh      Rs.  Rs.1 Lakh Rs. 656.57
 Amount/Amoun                          crores                   crores                 1397.92             crores
 t Mobilised                                                                            crores
 Note:
 * The New Fund Offer expenses charged to the Scheme, as per Offer Document were limited to 3.75%
    of the amount mobilized during the New Fund Offer Period

 iii) Condensed Financial Information:
 a) Condensed Financial Information for the period ended March 31, 2004

                        Fixed        Fixed    Child Care Child Care
                       Maturity     Maturity Plan-Gift Plan-Study
                        Plan –       Plan -    Option     Option
                       Yearly 3^    Yearly 4^
Historical      Per
Unit Statistics
Date of Allotment        June 21,     Sept 20, August 31, August 31,
                            2001         2001      2001       2001
NAV      at  the
beginning of the                                   10.67      11.42
     (R )


                                                                                                                   91
year (Rs.)


Growth Option              11.5055         11.1635                 -               -
Dividend Option                    -               -               -               -
@@ Net Income
per unit                        N.A.            N.A.            1.45            1.10
Dividends                   0.7908                 -               -               -
Transfer          to -                 -               -               -
Reserves
Compounded
Annualised
Returns (Based on
NAVs of Growth
Option)                         N.A             N.A.       29.52%          14.32%
Benchmark Index             $               $          Nifty           Crisil MIP
                                                                       Blended
                                                                       Index
Return compared             $               $                  1.81%       5.02%
to    Benchmark
Index
Net Assets end of
period (Rs. Crore)              N.A             N.A.           25.10        21.87
NAV at the end of
the period                         -               -           19.51        14.13


Growth Option                      -               -               -               -
                                   -               -               -               -
Dividend Option
Ratio of Recurring
Exps to Net Assets          0.60%           0.57%              2.00%       1.50%




                                  Short          Fixed             Index             Long         Sweep        Fixed           Fixed
                                  Term          Maturity           Fund           term Plan        Plan       Maturity       Maturity
                                  Plan           Plan –                                                       One Year       One Year
                                                Yearly 5                                                       Plan –         Plan –
                                                                                                              Series 6       Series 7^
                                                                                                                 @
 Historical   Per        Unit
 Statistics
 Date of Allotment               October        March 22,         February        March 28,      March 6,       July 21,       August,
                                 25, 2001           2002          26, 2002            2002          2002           2003       19, 2002
 NAV at the beginning of                                                                                        10.6555        10.3140
 the year (Rs.)                                                        8.3278                    10.5508
 Growth Option                   11.2323          10.8643                   -          11.3634            -              -           -
 Dividend Option                 10.7561                   -                -                -            -              -           -



                                                                                                                                         92
                                   Short         Fixed             Index              Long           Sweep             Fixed               Fixed
                                   Term         Maturity           Fund            term Plan          Plan            Maturity           Maturity
                                   Plan          Plan –                                                               One Year           One Year
                                                Yearly 5                                                               Plan –             Plan –
                                                                                                                      Series 6           Series 7^
                                                                                                                         @
Institutional   Option        -    11.2345                     -               -                 -                -                  -                 -
Growth
 @@ Net Income per
 unit                              1.1672         0.4563            1.9315            1.2781          0.2800          1,269.5603                 NA
 Dividends                         0.8039                  -               -                 -                -                  -                 -
Fortnightly        Dividend          0.5644                    -               -                 -                -                  -                 -
Option
Institutional Fortnightly            0.5995                    -               -                 -                -                  -                 -
Dividend Option
Institutional      Dividend          0.6027                    -               -                 -                -                  -                 -
Option
 Transfer to Reserves                       -              -               -                 -                -                  -                 -
 Compounded
 Annualised     Returns
 (Based on NAVs of
 Growth Option)
                                     7.58%         6.19%           22.07%            11.26%           4.53%             29.37%*                  NA
 Benchmark Index                  Crisil           $               Nifty             Crisil          Crisil               $                 $
                                  Short                                            Composite         Liquid
                                  term                                             Bond Fund         Fund
                                  Bond                                               Index           Index
                                  Fund
 Return compared         to        0.51%           $               1.13%             0.12%           -0.45%               $                 $
 Benchmark Index
 Net Assets end of period
 (Rs. Crore)                      1,176.93             5.72          21.88            245.28           59.90                  0.02              N.A.
 NAV at the end of the
 period                                     -    11.2941           15.1811           12.3924         10.9616            12.9370                 N.A


 Growth Option                     11.9441                 -               -                 -                -                  -                 -
                                                           -               -                 -                -                  -                 -
 Dividend Option                   10.6050
Institutional         Option        11.9703                    -               -                 -                -                  -                 -
Growth
Institutional   Option        -     10.8415
Dividend
Institutional Fortnightly           10.8443                    -               -                 -                -                  -                 -
Option –Dividend
Dividend (Fortnightly)              10.6052                    -               -                 -                -                  -                 -
Ratio of Recurring Exps
to Net Assets                        1.00%         0.60%            1.25%             0.60%           1.00%               0.60%             0.60%
Ratio of Recurring Exps
to Net Assets-
Institutional Plan-
Annualised                           0.80%



                                                                                                                                                           93
                                              Short        Fixed         Index          Long        Sweep           Fixed           Fixed
                                              Term        Maturity       Fund        term Plan       Plan          Maturity       Maturity
                                              Plan         Plan –                                                  One Year       One Year
                                                          Yearly 5                                                  Plan –         Plan –
                                                                                                                   Series 6       Series 7^
                                                                                                                      @
                                                                     -           -              -           -                 -           -



                                  Flexible     Flexible     Dynamic       SPICE        Fixed        Floating            Fixed           Fixed
                                  Income       Income        Plan                     Maturity      Rate Plan         Maturity        Maturity
                                   Plan          Plus                                  Plan –                        Plan – NRI      Plan – NRI
                                                Plan^                                 Yearly 12                       Series 4 –      Series 4 –
                                                                                                                        Half          Quarterly
                                                                                                                       Yearly             ^
 Historical     Per      Unit
 Statistics
 Date of Allotment                September     May 22,      October     January      March 17,      March 28,       October 21,     October 21,
                                   27, 2002       2003       31, 2002    10, 2003         2003              2003          2003,           2003,

 NAV at the beginning of           10.7745            #     10.2799      30.4342                     10.0046              #              #
 the year (Rs.)
 Growth Option                        -               -         -           -          10.0191          -                 -               -
Institutional    Option       –       -               -         -           -          10.0208          -                 -               -
Growth
@@ Net Income per unit                                                   19.3355       0.6369        0.1441            0.2498           N.A.
                                   1.4298        N.A.        8.6880
 Dividends                         0.1200             -         -           -             -          0.0182                            0.1090
Dividend Option (Quarterly)        0.4000
Divide4nd               Option                                                                          -                 -               -
(fortnightly)
 Transfer to Reserves                 -               -         -           -             -             -                 -               -
 Compounded Annualised
 Returns (Based on NAVs of
 Growth Option)
                                   12.48%        N.A.        55.75%      52.60%        5.97%         *5.04%           *2.50%            N.A.
 Benchmark Index                    I-Sec       N.A.                       BSE            $          CRISIL               $              $
                                  Composite                              SENSEX                      Liquid
                                    Index                     Nifty                                   Fund
 Return   compared         to      -2.26%        N.A.        1.06%        1.60%           $           0.66%               $              $
 Benchmark Index
 Net Assets end of period                                                 15.67         44.90        512.71            65.10
 (Rs. Crore)                       822.16        N.A.        109.35                                                                     N.A.
 NAV at the end of the                                                   56.2998
 period                                          N.A.           -                         -             -             10.2498
 Growth Option                     11.9432                  18.7310                    10.6156       10.5040
 Dividend Option                   10.6894            -      8.0733         -             -          10.0421                            N.A.
Quarterly Option                   10.6894            -         -           -             -             -                 -               -
Institutional Option Growth           -               -         -           -          10.6762          -                 -               -
 Ratio of Recurring Exps to
 Net Assets                        1.00%                     2.08%



                                                                                                                                                   94
                                Flexible        Flexible      Dynamic        SPICE         Fixed            Floating             Fixed             Fixed
                                Income          Income         Plan                       Maturity          Rate Plan          Maturity          Maturity
                                 Plan             Plus                                     Plan –                             Plan – NRI        Plan – NRI
                                                 Plan^                                    Yearly 12                            Series 4 –        Series 4 –
                                                                                                                                 Half            Quarterly
                                                                                                                                Yearly               ^
                                                 0.50%                       0.80%          0.75%             0.75%             0.10%             0.55%
Ratio of Recurring Exps to
Net Assets-
Institutional Plan-
Annualised                           -             -             -             -            0.20%               -



                                                   Fixed         Gilt Fund        Fixed           Fixed             Gilt Fund            Income
                                                 Maturity       Investment      Maturity         Maturity           Treasury            Multiplier
                                                Plan – NRI      Plan - PF      Plan – NRI         Plan –            Plan - PF             Fund
                                                 Series 6 –       Option        Series 8 –       Series 23           Option
                                                Quarterly^                      Quarterly
                                                                                    ^
              Historical     Per         Unit
              Statistics
              Date of Allotment                  November        November          December         December          February          March 30,
                                                  21, 2003,       19, 2003          17, 2003         15, 2003         11, 2004              2004
              NAV at the beginning of                  #               #              #                #                  #                 #
              the year (Rs.)
             @@ Net Income per unit                 NA                               NA             0.1635            0.0435             -0.0132
                                                                 0.1975
              Dividends                           0.1103               -           0.1121               -                 -                 -
              Option A                                 -               -              -             0.1375                -                 -
              Transfer to Reserves                     -               -              -                 -                 -                 -
              Compounded Annualised
              Returns (Based on NAVs
              of Growth Option)
                                                    NA           *2.91%              NA             *1.53%            *1.63%            *-0.76%
              Benchmark Index                          $         I-Sec Li             $                $              I-Sec Si         CRISIL
                                                                   Bex                                                  Bex           Composite
                                                                                                                                      Bond Fund
                                                                                                                                        Index
              Return   compared            to          $             0.36%            $                $                0.64%            -0.80%
              Benchmark Index
              Net Assets end of period              NA           111.14              NA               66.04             43.31            238.70
              (Rs. Crore)
              NAV at the end of the                 NA           10.2906             NA                               10.1633            9.9240
              period
              Option B                                 -               -              -             10.1532               -                 -
              Option C                                 -               -              -             10.1342               -                 -
              Option D                                 -               -              -             10.1342               -                 -
              Option E                                 -               -              -             10.1354               -                 -
              Option F                                 -               -              -             10.1238               -                 -
              Option G                                 -               -              -             10.1371               -                 -




                                                                                                                                                              95
                                      Fixed           Gilt Fund           Fixed             Fixed           Gilt Fund          Income
                                    Maturity         Investment         Maturity           Maturity         Treasury          Multiplier
                                   Plan – NRI        Plan - PF         Plan – NRI           Plan –          Plan - PF           Fund
                                    Series 6 –         Option           Series 8 –         Series 23         Option
                                   Quarterly^                           Quarterly
                                                                            ^
     Option H                               -                 -                -           10.1336              -                 -
     Ratio of Recurring Exps to
     Net Assets                         0.56%            1.10%            0.55%             0.49%            1.50%             2.09%


                                Fixed             Fixed            Advisor         Advisor       Advisor             Advisor           Advisor
                               Maturity          Maturity          Series –        Series –      Series –            Series –          Series –
                                Plan –            Plan –          Aggressive       Cautious      Moderate             Very              Very
                              Series 24 –       Series 24 -         Plan            Plan          Plan              Aggressive         Cautious
                                Yearly          Quarterly                                                             Plan              Plan
Historical   Per       Unit
Statistics
Date of Allotment             March     20,     March 20,         December         December      December           December          December
                              2004              2004              18, 2003         18, 2003      18, 2003           18, 2003          18, 2003
NAV at the beginning of           #                 #                 #               #                #                #                  #
the year (Rs.)
@@ Net Income per unit          0.0174            0.0163           0.0712           0.1110          0.0502           0.3141             0.2754
Dividends                          -                 -                -                -               -                -                  -
Transfer to Reserves               -                 -                -                -               -                -                  -
Compounded Annualised
Returns (Based on NAVs
of Growth Option)
                               *0.18%            *0.17%            *-0.02%          *2.75%          *1.64%           *-1.41%           *1.42%
Benchmark Index                   $                 $                $$               $$               $$              $$                  $$
Return compared          to       $                 $              -1.07%           1.53%           0.55%            -2.34%             0.20%
Benchmark Index
Net Assets end of period        71.09             91.95             30.12           130.00           49.39            28.41             25.24
(Rs. Crore)
NAV at the end of the          10.0176           10.0169           9.9982           10.2753       10.1643            9.8586            10.1419
period
Dividend Plan – NRI                -                 -             9.5898           9.9692          9.7985              -                  -
Option
Ratio of Recurring Exps                           0.22%             0.53%           0.33%           0.43%             0.66%             0.19%
to Net Assets                   0.20%
    Notes:
    1)       Returns since inception are for the growth plan in each case except in case of Fixed Maturity Plan – NRI
             Series 4 – Half Yearly where there is no Growth Option. For Fixed Maturity Plan – Yearly Series 23 the
             returns have been calculated on the basis of the NAV of Option H.
         2) While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been
            considered and it is calculated on the basis of closing units as of March 31, 2004.
         3) The Compounded annualized returns of each scheme are computed from inception of the Scheme till the
            end of the period of the respective condensed financial information whereas the returns compared to
            benchmark index are computed for the financial year.
    *        Fixed Maturity One Year Plan – Series 6, Prudential ICICI Floating Rate Plan, Fixed Maturity Plan – NRI
             Series 4 – Half Yearly, Prudential ICICI Gilt Fund Investment Plan & Treasury Plan – PF Option, Fixed



                                                                                                                                                  96
         Maturity Plan – NRI Series 8 – Quarterly, Fixed Maturity Plan – Yearly Series 23, Prudential ICICI
         Income Multiplier Fund, Fixed Maturity Plan – Series 24 – Quarterly and Yearly and Prudential ICICI
         Advisor Series – Aggressive, Cautious, Moderate, Very Aggressive and Very Aggressive Plans have not
         completed one year since the date of their launch. Returns are computed in absolute terms and for Growth
         Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for
         computation of returns
** Un-audited.
#     These Schemes were launched during the year and these schemes were not in existence at the beginning of
      the year.
$ Appropriate benchmark index is not available.
@    All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6 have redeemed
     their units on July 14, 2003 and there was fresh subscription on July 21, 2003 at Rs. 10.00, hence, simple
     absolute returns have been calculated.
@@ The Net Income per unit mentioned has excluded Income equalisation & marked to market calculated on the
     basis of market value of net assets of the Scheme on the valuation date, divided by the number of units
     outstanding on that date. It may be noted that, as it merely indicates the net income per unit on the
     valuation date calculated based upon outstanding units of the scheme on the given date, it is subject to vary
     from time to time and does not reflect any income / loss of the scheme.
^    All the unit holders under Prudential ICICI Fixed Maturity Yearly Plan Series 3, 4 & 7, Fixed Maturity
     Plan – NRI Series 4, 6 & 8 –Quarterly Option and Prudential ICICI Flexible Income Plus Plan have
     redeemed their units and unit balance are nil as on the date of this report.
$$   As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI
     Advisor Series are as given below:


              Benchmark            Aggressive     Cautious     Moderate      Very                    Very
                Indices              Plan          Plan         Plan         Aggressive             Cautious
                                                                             Plan                    Plan
                    Nifty            65 %           20%          50 %            90 %                 NA
            Crisil Composite             30%         60 %         35 %             NA                 40%
            Bond Fund Index
           Crisil Liquid Fund            5%         20 %         15 %            10 %                 60%
                  Index


b) Condensed Financial Information for the period ended March 31, 2005

                                                Child Care Child Care     Short Term       Index     Long term
                                                 Plan-Gift Plan-Study           Plan       Fund           Plan
                                                      Plan       Plan

Historical Per Unit Statistics
Date of Allotment                               31-Aug-01    31-Aug-01     25-Oct-01 26-Feb-02 28-Mar-02


NAV at the beginning of the year (Rs.)              19.51        14.13                    15.1811
Growth Option / Plan A                                                       11.9440                   12.3924
Dividend Option /Plan A                                                      10.6050
Institutional Growth / Plan B                                                11.9703
Institutional Dividend / Plan B                                              10.8415



                                                                                                                 97
                                                Child Care Child Care     Short Term      Index     Long term
                                                 Plan-Gift Plan-Study           Plan      Fund           Plan
                                                      Plan       Plan

Institutional Fortnightly Dividend                                            10.8443
Fortnightly Dividend                                                          10.6052


@@ Net Income per unit                               4.99          1.82           0.78     48.92        32.83


Dividends (inclusive of distribution tax if,
any)
Dividend Option/Plan A Dividend                                                0.4571                  1.9999
Dividend Option        Institutional/Plan   B                                  0.4865
Dividend Option
Fortnightly Dividend Option                                                    0.4839
Institutional Fortnightly Dividend Option                                      0.5204


Compounded Annualised Returns (Based on            26.86%       12.11%          6.91%    19.24%       10.93%
NAVs of Growth Option)
                                                    Nifty    Crisil MIP   Crisil Short     Nifty       Crisil
                                                               Blended     term Bond               Composite
Benchmark Index                                                   Index          Fund              Bond Fund
Return compared to Benchmark Index                 6.44%         4.55%         2.33%     -1.30%       10.25%


Net Assets end of period (Rs. Crore)                41.37         26.98        518.24       1.53         1.32


NAV at the end of the period
                                                                15.0645       12.5777    17.2347      13.6654
Growth Option / Plan A                              23.46
Dividend Option /Plan A                                                       10.6981                 10.1893
Institutional Growth / Plan B                                                 12.6301
Institutional Dividend / Plan B                                               10.9396
Institutional Fortnightly Dividend                                            10.9069
Fortnightly Dividend                                                          10.6706


Ratio of Recurring Exps to Net Assets for            2.00          1.50           1.00      1.25         0.60
Regular Plans/Plan A %
Ratio of Recurring Exps to Net Assets for                                          0.8
Institutional Plans/Plan B %
Transfer to Reserves                                   Nil          Nil            Nil       Nil           Nil




                                                                                                                 98
                                                   Sweep Plan       Fixed Maturity Flexible Income      Dynamic
                                                                   One Year Plan –            Plan         Plan
                                                                        Series 6 @
Historical Per Unit Statistics
Date of Allotment                                    6-Mar-02             29-Jul-04         27-Sep-02   31-Oct-02


NAV at the beginning of the year (Rs.)                10.9616                    *
Growth Option / Plan A                                                                       11.9432      18.731
Dividend Option /Plan A                                                                      10.6894      8.0733
Quarterly Option                                                                             10.6894


@@ Net Income per unit                                      1.12              0.35               0.36        1.31


Dividends (inclusive of distribution tax if,
any)
Dividend Option/Plan A Dividend                                                                0.4000
Quarterly Option                                                                               0.5000


Compounded Annualised Returns (Based                       4.22%            3.43%              8.14%      50.56%
on NAVs of Growth Option)
                                                 Crisil Liquid                  $            CRISIL         Nifty
                                                         Fund                         Composite Bond
Benchmark Index                                                                                 Fund
Return compared to Benchmark Index                    -0.59%                    $             1.66%       26.30%


Net Assets end of period (Rs. Crore)                       10.81            224.49             101.71     266.72


NAV at the end of the period
Growth Option / Plan A                                11.3529              10.3433           12.1710     26.8776
Dividend Option /Plan A                                                                      10.4863     11.5918
Quarterly Option                                                                             10.4135


Ratio of Recurring Exps to Net Assets for                   1.00              0.25               1.00        2.42
Regular Plans/Plan A %
Transfer to Reserves                                         Nil                Nil               Nil         Nil


                                              SENSEX          Gilt Fund   Gilt Fund          Income     Fixed
                                            Prudential       Investment    Treasury Multiplier Fund Maturity
                                                ICICI         Plan - PF   Plan - PF                    Plan –
                                             Exchange            Option      Option                 Series 24
                                          Traded Fund                                                – Yearly
Historical Per Unit Statistics
Date of Allotment                              10-Jan-03     19-Nov-03    11-Feb-04         30-Mar-04 20-Mar-04



                                                                                                                  99
NAV at the beginning of the year (Rs.)       56.2998       10.2906        10.1633                  9.924    10.0176


@@ Net Income per unit                        830.77           0.18             0.21                0.45       0.25


Compounded Annualised Returns                 35.34%         3.08%         3.93%               *8.84%       *5.14%
(Based on NAVs of Growth Option)
                                         BSE SENSEX I-Sec Li Bex I-Sec Si Bex               Crisil MIP               $
Benchmark Index                                                                          Blended Index
Return compared to Benchmark Index             0.74%         3.48%         -0.97%                  7.50%             $


Net Assets end of period (Rs. Crore)             0.55       118.23         111.20              128.08        142.77


NAV at the end of the period
Growth Option / Plan A                       65.7990       10.4224        10.4466             10.8862       10.5308


Ratio of Recurring Exps to Net Assets           0.80           1.10             1.50                2.15       0.20
for Regular Plans/Plan A %
Ratio of Recurring Exps to Net Assets
for Institutional Plans/Plan B %
Ratio of Recurring Exps to Net Assets
for Institutional Plus Plan/Plan C %
Transfer to Reserves                              Nil           Nil              Nil                 Nil        Nil



                                            Advisor      Advisor  Advisor Advisor Series – Advisor Series –
                                            Series –     Series – Series – Very Aggressive Very Cautious
                                          Aggressive    Cautious Moderate            Plan             Plan
                                               Plan         Plan     Plan
Historical Per Unit Statistics
Date of Allotment                          18-Dec-03 18-Dec-03 18-Dec-03               18-Dec-03       18-Dec-03


NAV at the beginning of the year (Rs.)        9.9982     10.2753      10.1643             9.8586           10.1419
Growth Option / Plan A                        9.9982     10.2753      10.1643
Dividend NRI Option                           9.5898      9.9692       9.7985


@@ Net Income per unit                          1.73        0.38         1.30               2.93              0.51


Compounded Annualised Returns (Based         13.81%       5.86%        8.58%             17.45%             4.69%
on NAVs of Growth Option)
Benchmark Index                                   $$          $$          $$                 $$                $$
Return compared to Benchmark Index            8.53%       2.14%        5.59%             11.10%             3.77%




                                                                                                                     100
                                              Advisor       Advisor  Advisor Advisor Series – Advisor Series –
                                              Series –      Series – Series – Very Aggressive Very Cautious
                                            Aggressive     Cautious Moderate            Plan             Plan
                                                 Plan          Plan     Plan


Net Assets end of period (Rs. Crore)              10.82       46.11         15.87          10.59         13.97


NAV at the end of the period
Growth Option / Plan A                          11.8089     10.7587       11.1156        12.2955       10.6066
Dividend Option /Plan A                         11.8089     10.7587       11.1156        12.2955       10.6066


Ratio of Recurring Exps to Net Assets for          0.55        0.35          0.45           0.70          0.20
Regular Plans/Plan A %
Transfer to Reserves                                Nil         Nil           Nil            Nil           Nil



                                               Discovery        Fixed      Fixed           Fixed       Fixed
                                                   Fund      Maturity    Maturity       Maturity   Maturity
                                                                Plan-     Plan –          Plan –      Plan –
                                                            Series 25-  Series 25       Series 25 Series 26-
                                                            Quarterly (15months)          Yearly Quarterly @
                                                                    @
Historical Per Unit Statistics
Date of Allotment                              16-Aug-04    10-Aug-04      17-Aug-04    10-Sep-04   31-Aug-04


NAV at the beginning of the year (Rs.)                #               #             #          #           #
@@ Net Income per unit                              1.58         0.27           0.48         0.49        0.24


Dividends (inclusive of distribution tax if,                   0.2656                                  0.2522
any)
Compounded Annualised Returns (Based            *33.30%       *3.44%         *3.03%       *2.67%      *3.04%
on NAVs of Growth Option)
                                               S&P CNX                $             $          $           $
Benchmark Index                                    Nifty
Return compared to Benchmark Index                   6%               $             $          $           $


Net Assets end of period (Rs. Crore)              214.92       279.88         174.09        35.17      279.64


NAV at the end of the period
Growth Option / Plan A                             13.33                     10.3025     10.2671      10.0493
Dividend Option /Plan A                            13.33                                              10.0418
Quarterly Option                                              10.0748
Institutional Growth / Plan B                                                10.3248




                                                                                                                 101
                                            Discovery       Fixed      Fixed       Fixed       Fixed
                                                Fund     Maturity    Maturity   Maturity   Maturity
                                                            Plan-     Plan –      Plan –      Plan –
                                                        Series 25-  Series 25   Series 25 Series 26-
                                                        Quarterly (15months)      Yearly Quarterly @
                                                                @
Ratio of Recurring Exps to Net Assets for        2.41        0.15        0.60       0.40        0.15
Regular Plans/Plan A %
Ratio of Recurring Exps to Net Assets for                                0.25
Institutional Plans/Plan B %
Ratio of Recurring Exps to Net Assets for
Institutional Plus Plan/Plan C %
Transfer to Reserves                              Nil         Nil         Nil        Nil         Nil




                                                                                                       102
                                                     Emerging Fixed Maturity          Fixed      Prudential
                                               S.T.A.R. (Stocks Plan – Series 5   Maturity           ICICI
                                                   Targeted At               @ Plan – Series         Plan I
                                                 Returns) Fund                         12@
Historical Per Unit Statistics
Date of Allotment                                    28-Oct-04        31-Dec-04   14-Dec-04      24-Mar-05


NAV at the beginning of the year (Rs.)                       #               #              #            #


@@ Net Income per unit                                     2.08            0.19         0.21           0.02


Dividends (inclusive of distribution tax if,                             0.4400
any)
Compounded Annualised Returns (Based                   *18.20%           1.53%        1.55%          0.16%
on NAVs of Growth Option)
                                               CNX Nifty Junior              $              $        Crisil
                                                                                                 Composite
                                                                                                 Bond Fund
Benchmark Index                                                                                      Index
Return compared to Benchmark Index                      -4.38%               $              $     0.05757%


Net Assets end of period (Rs. Crore)                    131.14           127.99      406.39         183.03


NAV at the end of the period
Growth Option / Plan A                                    11.82         10.1535     10.1549        10.0156
Dividend Option /Plan A                                   11.82         10.1535                    10.0156
Institutional Growth / Plan B                                           10.1587     10.1653        10.0160
Institutional Dividend / Plan B                                         10.1587                    10.0160


Ratio of Recurring Exps to Net Assets for                  2.42            0.46         0.67           0.45
Regular Plans/Plan A %
Ratio of Recurring Exps to Net Assets for                                  0.25         0.32           0.25
Institutional Plans/Plan B %
Transfer to Reserves                                        Nil             Nil            Nil          Nil




                                                      Floating Rate Long Term Floating
                                                               Plan          Rate Plan
Historical Per Unit Statistics
Date of Allotment                                        28-Mar-03            15-Sep-04
NAV at the beginning of the year (Rs.)                                                 *
Growth Option / Plan A                                      10.5040




                                                                                                              103
                                                     Floating Rate Long Term Floating
                                                              Plan          Rate Plan
Dividend Option /Plan A                                   10.0421


@@ Net Income per unit                                        0.35               0.15


Dividends (inclusive of distribution tax if, any)
Dividend Option/Plan A Dividend                            0.3082                0.25
Dividend Option Institutional/Plan B Dividend              0.4812                0.10
Option
Dividend Option Institutional Plus/Plan C                  0.3308
Dividend option
Institutional Plus Daily/Plan C Dividend Daily             0.3122
Institutional Option     Div      (daily)/Plan   B         0.3075
Dividend Daily
Dividend Option Daily/Plan A Dividend Daily                0.2941
Compounded Annualised Returns (Based on                     4.95%              2.65%
NAVs of Growth Option)
                                                     CRISIL Liquid CRISIL Liquid Fund
Benchmark Index                                              Fund               Index
Return compared to Benchmark Index                         -5.94%              0.31%


Net Assets end of period (Rs. Crore)                      2877.70              668.00
NAV at the end of the period
Growth Option / Plan A                                    10.3193             10.2649
Dividend Option /Plan A                                   10.0069             10.0148
Institutional Growth / Plan B                             11.0208             10.2921
Institutional Dividend / Plan B                           10.0438             10.0105
Institutional Plus Growth Option / Plan C                 10.3434
Institutional Plus Dividend / Plan C                      10.0072
Daily Dividend / Plan A Daily Dividend                    10.0012
Institutional Dividend Daily / Plan B Daily               10.0012
Dividend
Institutional Plus Dividend daily / Plan C Daily          10.0013
Dividend
Ratio of Recurring Exps to Net Assets for                     1.00               1.25
Regular Plans/Plan A %
Ratio of Recurring Exps to Net Assets for                     0.75               0.75
Institutional Plans/Plan B %
Ratio of Recurring Exps to Net Assets for                     0.65               0.75
Institutional Plus Plan/Plan C %
Transfer to Reserves                                           Nil                Nil




                                                                                        104
Notes:
1) Returns since inception are for the growth plan in each case except under Fixed Maturity Plan –
   Quarterly Series 24, Fixed Maturity Plan – Quarterly Series 25, Fixed Maturity Plan – Quarterly
   Series 26 for which returns have been calculated after adjusting declaration of dividend.

2) The additional Plan viz. Plan A, Plan B & Plan C were introduced in Prudential ICICI Floating Rate
   Plan on July 29, 2004. The existing option was assigned as Plan B and returns for the scheme has
   been computed using Plan B - Growth Option. Similarly in case of Prudential ICICI Long Term
   Floating Rate Plan returns have been computed using Plan A - Growth Option.

3) While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been
   considered and it is calculated on the basis of closing units as of March 31, 2005.

4) The Compounded annualized returns of each scheme are computed from inception of the Scheme till
   the end of the period of the respective condensed financial information whereas the returns compared
   to benchmark index are computed for the financial year.

   *     Prudential ICICI Income Multiplier Fund, Fixed Maturity Plan Series 24 –Yearly Options and
         Prudential ICICI Discovery Fund, Prudential ICICI long Term Floating Rate Plan, Fixed Maturity
         Plan Series 25 – Quarterly, Yearly, 15 Months Plan, Fixed Maturity Plan Series 26 – Quarterly
         plan, Prudential ICICI Emerging S.T.A.R. (Stock Targeted At Return) Fund have not completed
         one year from the date of their launch. Returns are computed in absolute terms and for Growth
         Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for
         computation of returns
   #     These Schemes were launched during the year and these schemes were not in existence at the
         beginning of the year.
   $ Appropriate benchmark index is not available.
   @ All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6,
      Prudential ICICI Fixed Maturity Plan – Series – 12, Prudential ICICI Fixed Maturity Plan –Series
      – 5, Prudential ICICI Fixed Maturity Plan - Quarterly Series – 25, Prudential ICICI Fixed
      Maturity Plan - Quarterly Series – 26 have redeemed their units on July 28, 2004 & September
      21, 2004, April 5, 2004 & April 21, 2004 respectively and there was fresh subscription on July
      29, 2004, September 28, 2004, December 14, 2004 & December 31, 2004 at Rs. 10.00, hence,
      simple absolute returns have been calculated by considering the date of reopening of the plan, as
      a date of allotment.
   @@ The Net Income per unit mentioned has excluded Income equalization & marked to market
      calculated on the basis of market value of net assets of the Scheme on the valuation date, divided
      by the number of units outstanding on that date. It may be noted that, as it merely indicates the
      net income per unit on the valuation date calculated based upon outstanding units of the scheme
      on the given date, it is subject to vary from time to time and does not reflect any income / loss of
      the scheme.
   ^ All the unit holders under Prudential ICICI Fixed Maturity Plan Series 23 and Prudential ICICI
      Fixed Maturity Plan -Series 24 -Quarterly have redeemed their units and unit balance are nil as on
      the date of this report.
   $$ As provided in the offer document the Benchmark Indices for various Plans under Prudential
      ICICI Advisor Series are as given below:




                                                                                                      105
               Benchmark               Aggressive     Cautious         Moderate           Very               Very
                 Indices                 Plan          Plan             Plan            Aggressive          Cautious
                                                                                          Plan               Plan
                   Nifty                  70 %             15%           40 %               90 %               NA
            Crisil Composite              25%               70 %             40 %           NA                 30%
            Bond Fund Index
           Crisil Liquid Fund             5%               15 %          20 %               10 %               70%
                  Index

C) Condensed Financial Information as on 31 March 2006
                                        Gilt Fund – Gilt Fund – Income           Fixed Maturity
                                       Investment Plan Treasury  Multiplier Fund Plan     Yearly
                                       - PF Option     Plan - PF – Regular Plan Series 24
                                                       Option

Historical Per Unit Statistics


Date of Allotment                           19-Nov-03         11-Feb-04             30-Mar-04           20-Mar-04


NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                          10.4224            10.4466            10.8862             10.5308
Dividend Option /Plan A                                                               10.8862
@@Net Income per unit                            0.6200             1.0776             1.0916              0.0954
Dividends            (inclusive   of
distribution tax if, any)
Dividend Option/Plan A Dividend                                                        1.5000              0.0439
Compounded       Annualised 3.72%                          4.16%             14.37%             5.49%
Returns (Based on NAVs of
Growth Option)
                                        I –Sec Li - BEX       I –Sec Li -       CRISIL MIP                     $
Benchmark Index                                                    BEX         Blended Index
Return compared to Benchmark
Index                                            0.09%             (1.16%)             8.72%                   $
Net Assets end of period (Rs.
Crore)                                            79.12              36.92             256.50              847.50
NAV at the end of the period
Growth Option / Plan A                          10.9025            10.9080            13.0860             11.1469
Dividend Option /Plan A                                                               11.5049             10.0116
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                                   1.10              1.50               2.13                0.20

Transfer to Reserves                                 Nil               Nil                Nil                 Nil



                                                                                                                       106
                                  Advisor Series – Advisor      Advisor Series Advisor      Advisor
                                  Aggressive Plan Series      ––     Moderate Series – Very Series   –
                                                  Cautious Plan Plan          Aggressive    Very
                                                                              Plan          Cautious
                                                                                            Plan
Historical Per Unit Statistics
    Date of Allotment                    18-Dec-03    18-Dec-03        18-Dec-03      18-Dec-03     18-Dec-03


NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                     11.8089         10.7587        11.1156       12.2955       10.6066
Dividend Option /Plan A                    11.8089         10.7587        11.1156       12.2955       10.6066
@@Net Income per unit                       3.6377          1.2388         3.2688        8.5400        0.3324
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                             30.39%          10.21%         21.08%        40.82%         4.93%
Benchmark Index                                 $$             $$              $$            $$           $$
Return compared to Benchmark
Index                                      46.25%          12.79%         28.10%        58.59%         4.50%
Net Assets end of period (Rs.
Crore)                                        8.75           12.92          10.74          7.98         18.48
NAV at the end of the period
Growth Option / Plan A                     18.3380         12.4867        15.4815       21.8614       11.1635
Dividend Option /Plan A                    18.3380         12.4867        15.4815       21.8614       11.1635
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                             0.55            0.35           0.45          0.70          0.20

Transfer to Reserves                           Nil             Nil            Nil           Nil           Nil

                                  Discovery Fund Long         Term Fixed Maturity Fixed            Emerging
                                                Floating       Rate Plan Series 25 – Maturity Plan S. T. A. R.
                                                Plan                15 Months Plan Series 25 - (Stocks
                                                                                     Yearly Plan targeted at
                                                                                                   Returns)
                                                                                                   Fund
Historical Per Unit Statistics


Date of Allotment                      16-Aug-04           15-Sep-04     17-Aug-04      28-Dec-05     28-Oct-04


NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                     13.33            10.2649         10.3025       10.2671         11.82
Dividend Option /Plan A                    13.33            10.0148                                       11.82



                                                                                                         107
Institutional Growth / Plan B /
Direct                                                 10.2921   10.3248
Institutional Dividend / Plan B /
Direct                                                 10.0105
@@Net Income per unit                   4.1957          1.0489    0.3851    0.1800      3.2243
Dividends            (inclusive   of
distribution tax if, any)
Dividend Option/Plan A Dividend           4.50          0.4402               0.165        1.00
Dividend Option Institutional/Plan B
Dividend Option                                         0.4670
Dividend     Option    Institutional
Plus/Plan C Dividend option                             0.1670
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                         76.93%           5.14%     4.27%    *1.69%      89.20%
                                         Nifty   CRISIL Liquid                       CNX Nifty
Benchmark Index                                    Fund Index         $         $       Junior
Return compared to Benchmark
Index                                  20.00%           0.38%         $         $      56.14%
Net Assets end of period (Rs.
Crore)                                 1103.21          514.30    251.23    630.05      606.49
NAV at the end of the period
Growth Option / Plan A                   25.23         10.8027   10.6998   10.1688       24.76
Dividend Option /Plan A                  19.30         10.0882             10.0037       23.12
Institutional Growth / Plan B /
Direct                                                 10.8750   10.7597
Institutional Dividend / Plan B /
Direct                                                 10.0976
Institutional Plus Dividend / Plan
C                                                      10.0652
FII Growth                               10.61
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                         2.15            1.25      0.60      0.20        2.34
Ratio of Recurring Exps to Net
Assets      for    Institutional
Plans/Plan B %                                            0.85      0.25
Ratio of Recurring Exps to Net
Assets for Institutional Plus
Plan/Plan C %                                             0.75
Ratio of Recurring Exps to Net
Assets for FII Option                     1.00

Transfer to Reserves                       Nil             Nil       Nil       Nil         Nil




                                                                                         108
                                       Fixed Maturity    Fixed Maturity        Plan I Blended Plan    Blended
                                          Plan Yearly Plan – 1 Year Plus                  – Plan A Plan – Plan
                                              Series 5          Series 12                                    B
Historical Per Unit Statistics


Date of Allotment                           31-Dec-04          14-Dec-04    24-Mar-05   31-May-05 31-May-05


NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                        10.1535            10.1549      10.0156
Dividend Option /Plan A                       10.1535                         10.0156
Institutional Growth / Plan B /
Direct                                        10.1587            10.1653      10.0160
Institutional Dividend / Plan B /
Direct                                        10.1587                         10.0160
@@Net Income per unit                          0.6382             0.5691       0.3734      -0.2130     0.4536
Dividends            (inclusive   of
distribution tax if, any)
Dividend Option/Plan A Dividend                                                             0.2500     0.2300
Dividend Option Institutional/Plan B
Dividend Option                                                                                        0.1300
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                                  5.55%             5.64%         5.53%      *5.37%      *4.73%
                                                                              CRISIL CRISIL Short   CRISIL
                                                                            Composite  Term Bond Short Term
                                                                            Bond Fund       Fund Bond Fund
Benchmark Index                                      $                 $        Index
Return compared to Benchmark
Index                                                $                 $       2.04%        2.38%       1.64%
Net Assets end of period (Rs.
Crore)                                         133.42             421.80       171.38       768.21     205.47


NAV at the end of the period
Growth Option / Plan A                        10.6961            10.7347      10.5635      10.5365    10.4731
Dividend Option /Plan A                       10.6961                         10.5635      10.2803    10.2379
Quarterly Option
Institutional Growth / Plan B /
Direct                                        10.7230            10.7835      10.5851
Institutional Dividend / Plan B /
Direct                                        10.7230                         10.5851                 10.2498

Transfer to Reserves                               Nil                Nil         Nil          Nil         Nil




                                                                                                          109
                                     Infrastructure          Services           Fixed Maturity Fixed Maturity Plan
                                     Fund                   Industries Fund     Plan Series 28 - 4 Series 28 - 16 Months
                                                                                Months Plan        Plan

Historical Per Unit Statistics


Date of Allotment                           31-Aug-05              30-Nov-05            23-Jan-06             20-Jan-06


@@Net Income per unit                           2.1964                 0.7112              0.1201                0.1197


Dividends          (inclusive   of
distribution tax if, any)
Dividend Option/Plan A Dividend                   1.00                                     0.1173
Compounded      Annualised
Returns (Based on NAVs of
Growth Option)                                *83.33%                *53.09%              *6.60%                 *0.07%
Benchmark Index                                  Nifty                  Nifty                   $                     $
Return     compared             to                                                              $                     $
Benchmark Index                                 5.04%                 (8.03%)
Net Assets end of period (Rs.
Crore)                                         1439.00                 532.12              169.42                135.26
NAV at the end of the
period
Growth Option / Plan A                           14.84                  11.76             10.1211               10.0013
Dividend Option /Plan A                          13.81                  11.76             10.0037               10.0013
Institutional Growth / Plan B /
Direct                                                                                                          10.0055
Institutional Dividend / Plan B
/ Direct                                                                                                        10.0055
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan
A%                                                1.91                 2.20                  0.20                   0.50
Ratio of Recurring Exps to Net
Assets     for     Institutional
Plans/Plan B %                                                                                                      0.25


Transfer to Reserves                                  Nil                 Nil                 Nil                    Nil

Notes:
1.   Returns since inception are for the growth plan in each case.
2.   In case of Long Term Floating Rate Plan returns have been computed using Plan A - Growth Option.
3.   While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been
     considered and it is calculated on the basis of closing units as of March 31, 2006.
4.   The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of



                                                                                                                    110
     the period of the respective condensed financial information whereas the returns compared to benchmark index
     are computed for the financial year.
5.   Units for Fixed Maturity Plan –Series 25 - Quarterly, Fixed Maturity Plan –Series 6 – Yearly, Fixed Maturity
     Plan –Series 26 – Quarterly, were made nil on 11 August, 2005, 19 August 2005 and 2 September, 2005,
     respectively.

6.   For the schemes where all the units were redeemed during the year and fresh subscription were invited on a
     later date the date of allotment is considered to be the date of reopening and opening NAV is not stated.

7.   Nomenclature for 'FII Option' for Discovery, Emerging Star and Fusion Schemes is changed to Institutional
     Option-I' w.e.f. 14th August, 2006.

*     Fixed Maturity Plan Series 25 - Yearly Plan, Blended Plan-Plan A, Blended Plan-Plan B, Infrastructure Fund,
     Services Industries Fund, Fixed Maturity Plan –Series 28- 4 Months Plan and Fixed Maturity Plan Series 28 -
     16 Months Plan have not completed one year from the date of their launch. Returns are computed in absolute
     terms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as
     Rs.10 for computation of returns.
$ Appropriate benchmark index is not available.
@ All the units holder under the scheme Fixed Maturity Plan Yearly Series 12, Fixed Maturity Plan Yearly Series
  5 have redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh subscription on14/12/04, 31/12/04
  at Rs.10 respectively. Thus returns have been calculated from this date.
@@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the
  basis of market value of net assets of the Scheme on the valuation date, divided by the number of units
  outstanding on that date. It may be noted that, as it merely indicates the net income per unit on the valuation
  date calculated based upon outstanding units of the scheme on the given date, it is subject to vary from time to
  time and does not reflect any income / loss of the scheme.

$$ As provided in the offer document the Benchmark Indices for various Plans under Advisor Series are as given
   below:

       Benchmark Indices         Aggressive      Cautious      Moderate       Very                  Very
                                   Plan           Plan          Plan          Aggressive           Cautious
                                                                              Plan                  Plan
               Nifty                 70 %          15%             40 %               90 %           NA
      Crisil Composite Bond          25%            70 %           40 %               NA             30%
            Fund Index
      Crisil Liquid Fund Index       5%            15 %            20 %               10 %           70%

d) Condensed Financial Information for the period ended October 31, 2006. **


                                 Prudential       Prudential     Prudential     Prudential     Prudential
                                 ICICI       Gilt ICICI     Gilt ICICI Income ICICI Advisor ICICI
                                 Fund          – Fund         – Multiplier Fund Series       – Advisor
                                 Investment Plan Treasury Plan – Regular Plan Aggressive Plan Series       –
                                 - PF Option      - PF Option                                  Cautious Plan
Historical Per Unit Statistics
Date of Allotment                      19-Nov-03       11-Feb-04          30-Mar-04          18-Dec-03     18-Dec-03


NAV at the beginning of the



                                                                                                              111
year (Rs.)
Growth Option / Plan A                      10.9025       10.9080           13.0860      18.3380         12.4867
Dividend Option /Plan A                                                     11.5049      18.3380         12.4867
Net Income per unit@@                        0.1048           0.0559         0.0773       0.1253          0.0474


Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                                5.14%           4.55%          13.82%      27.13%           9.88%
                                     I –Sec Li - BEX   I –Sec Li -      CRISIL MIP           $$              $$
Benchmark Index                                             BEX        Blended Index
Return compared to Benchmark
Index                                         1.82%       (0.36%)          (10.99%)       6.44%           3.94%
Net Assets end of period (Rs.
Crore)                                        83.94            26.82         476.08         8.52            5.94
NAV at the end of the period
Growth Option / Plan A                      11.5942       11.2880           13.9799      19.9205         13.1077
Dividend Option /Plan A                                                     12.2909      19.9205         13.1077
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                              1.10             1.50            2.02        0.55            0.35

Transfer to Reserves                             Nil             Nil             Nil         Nil             Nil




                                    Prudential     Prudential   Prudential    Prudential           Prudential
                                    ICICI Advisor ICICI         ICICI Advisor ICICI                ICICI Long
                                    Series       – Advisor      Series – Very Discovery Fund       Term
                                    Moderate Plan Series – Very Cautious Plan                      Floating Rate
                                                   Aggressive                                      Plan
                                                   Plan
Historical Per Unit Statistics


Date of Allotment                         18-Dec-03    18-Dec-03          18-Dec-03    16-Aug-04       15-Sep-04
NAV at the beginning of the
year (Rs.)

Growth Option / Plan A                      15.4815 21.8614                 11.1635        25.23         10.8027

Dividend Option /Plan A                     15.4815 21.8614                 11.1635         19.3         10.0882
Institutional Growth / Plan B /
Direct                                                                                                   10.8750
Institutional Dividend / Plan B /
Direct                                                                                                   10.0976
Net Income per unit@@                        0.0834           0.6103         0.0542       0.3161          0.0421




                                                                                                          112
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                                19.26%        34.99%           5.26%          56.46%         5.49%
                                                   $$            $$              $$           Nifty CRISIL Liquid
Benchmark Index                                                                                       Fund Index
Return compared to Benchmark
Index                                          5.10%         7.37%           3.40%         (3.81)%         0.16%
Net Assets end of period (Rs.
Crore)                                          10.50         10.12            6.51        1258.49        293.04
NAV at the end of the period
Growth Option / Plan A                        16.5800       23.6683         11.5852           26.87      11.2023
Dividend Option /Plan A                       16.5800       23.6683         11.5852           20.56      10.1434
Institutional Growth / Plan B /
Direct                                                                                                   11.3036
Institutional Dividend / Plan B /
Direct                                                                                                   10.1615
Institutional Growth-I                                                                        11.37
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                                0.45          0.70            0.20            2.01          1.25

Transfer to Reserves                              Nil           Nil             Nil             Nil           Nil


                                      Prudential       Prudential    Prudential       Prudential       Prudential
                                      ICICI      Fixed ICICI         ICICI      Fixed ICICI      Fixed ICICI
                                      Maturity Plan Emerging S. Maturity Plan Maturity Plan – Blended Plan
                                      Series 25 – 15 T.      A.   R. Yearly    Series 1 Year Plus – Plan A
                                      Months Plan      (Stocks       5@               Series 12@
                                                       targeted   at
                                                       Returns)
                                                       Fund
Historical Per Unit Statistics
Date of Allotment                          17-Aug-04      28-Oct-04      31-Dec-04       14-Dec-04     31-May-05
NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                        10.6998         24.76         10.6961        10.7347       10.5365
Dividend Option /Plan A                                       23.12         10.6961                      10.2803
Institutional Growth / Plan B /
Direct                                        10.7597                       10.7230        10.7835
Institutional Dividend / Plan B /
Direct                                                                      10.7230
Net Income per unit@@                          0.0366        0.2201          0.0458          0.0461       0.0483
Dividends         (inclusive     of
distribution tax if, any)
Dividend      Option/Plan        A                             3.00                                       0.2500



                                                                                                           113
Dividend
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)
                                               5.24%        58.82%             6.23%           6.11%         7.28%
                                                      $   CNX Nifty                 $               $ CRISIL Short
                                                             Junior                                     Term Bond
Benchmark Index                                                                                              Fund
Return compared to Benchmark
Index                                                 $     (4.42)%                 $               $        0.64%
Net Assets end of period (Rs.
Crore)                                         252.07       1082.12             58.30          112.78       826.34
NAV at the end of the period
Growth Option / Plan A                        11.1930         25.32           11.1712         11.1790      11.0492
Dividend Option /Plan A                                       20.57           11.1712                      10.5254
Retail Growth-I                                                               10.3811         10.3655
Retail Dividend-I                                                             10.3811         10.3655
Institutional Growth / Plan B /
Direct                                        11.2788                         11.2124         11.2441
Institutional Growth-I                                         9.89           10.3923         10.3757
Institutional Dividend-I                                                      10.3829         10.3653
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                                0.60          2.07              0.45            0.45          1.50
Ratio of Recurring Exps to Net
Assets      for       Institutional
Plans/Plan B/Institutional-I %                   0.25          1.00              0.25            0.25

Transfer to Reserves                              Nil           Nil               Nil             Nil           Nil


                                      Prudential   Prudential         Prudential      Prudential       Prudential
                                      ICICI        ICICI              ICICI Services ICICI       Fixed ICICI Fusion
                                      Blended Plan Infrastructure     Industries Fund Maturity Plan Fund
                                      – Plan B     Fund                               Series 28 - 16
                                                                                      Months Plan
Historical Per Unit Statistics
Date of Allotment                        31-May-05        31-Aug-05        30-Nov-05        20-Jan-06    25-Mar-06
NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                      10.4731           14.84             11.76         10.0013         10.47
Dividend Option /Plan A                     10.2379           13.81             11.76         10.0013         10.47
Institutional Growth / Plan B /
Direct                                                                                        10.0055
Institutional Dividend / Plan B /
Direct                                      10.2498                                           10.0055



                                                                                                             114
Net Income per unit@@                        -0.0085          0.2658             0.1313           0.0398        0.0433
Dividend       Option/Plan       A
Dividend                                     0.4000             1.00
Dividend                   Option
Institutional/Plan   B   Dividend
Option                                       0.4000
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                                6.45%          57.88%            *31.40%           *4.62%       *12.60%
                                       CRISIL Short            Nifty              Nifty                $    CNX Nifty
                                         Term Bond                                                             Junior
Benchmark Index                               Fund
Return compared to Benchmark
Index                                         0.25%           4.23%              1.79%                 $       48.92%
Net Assets end of period (Rs.
Crore)                                       150.65          1400.02             367.28           141.55        650.98
NAV at the end of the period
Growth Option / Plan A                      10.9282            17.04              13.14          10.4617         11.26
Dividend Option /Plan A                     10.2738            14.77              13.14          10.4617         11.26
Institutional Dividend / Plan B /
Direct                                      10.3164                                              10.4815
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                               1.50            1.95               2.28             0.50          2.13
Ratio of Recurring Exps to Net
Assets      for       Institutional
Plans/Plan B/Institutional-I %                  1.00                                                0.25          1.00

Transfer to Reserves                             Nil             Nil                Nil              Nil           Nil


                                      Prudential ICICI    Prudential ICICI      Prudential       Prudential ICICI
                                      Fixed Maturity Plan Fixed Maturity        ICICI Hybrid     Fixed Maturity Plan
                                      - Series 28         Plan - Series 30 -    Fixed Maturity   – Series 32-3
                                                          13 months             Plan -13         Months Plan C
                                                                                Months Plan
Historical Per Unit Statistics
Date of Allotment                               30-Mar-06           18-Jul-06        31-Aug-06             30-Sep-06
NAV at the beginning of the
year (Rs.)
Growth Option / Plan A                            10.0111
Dividend Option /Plan A                           10.0111
Institutional Growth / Plan B /
Direct                                            10.0112
Institutional Dividend / Plan B /
Direct                                            10.0112




                                                                                                                115
Net Income per unit@@                            0.0511              0.0468           0.0484                0.0443
Compounded       Annualised
Returns (Based on NAVs of
Growth Option)                                  *4.81%              *2.23%           *1.45%                *0.72%
Benchmark Index                                        $                   $               $                     $
Return compared to Benchmark                           $                   $               $                     $
Index
Net Assets end of period (Rs.
Crore)                                           693.49              220.40           800.27                737.77
NAV at the end of the period
Growth Option / Plan A                          10.4809             10.2226         10.1450               10.0721
Dividend Option /Plan A                         10.4809             10.2226         10.1450               10.0721
Quarterly Option                                                                    10.1450
Institutional Growth / Plan B /
Direct                                          10.5026             10.2299         10.1528
Institutional Dividend / Plan B /
Direct                                          10.5026                             10.1528
Ratio of Recurring Exps to Net
Assets for Regular Plans/Plan A
%                                                  0.55                  0.60           0.60                  0.10
Ratio of Recurring Exps to Net
Assets      for       Institutional
Plans/Plan B/Institutional-I %                     0.20                  0.35           0.15


Transfer to Reserves                                 Nil                  Nil            Nil                   Nil


Notes:
    1.   Returns since inception are for the growth plan in each case.
    2.   In case of Prudential ICICI Long Term Floating Rate Plan returns have been computed using Plan A -
         Growth Option.
    3.   While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been
         considered and it is calculated on the basis of closing units as of October 31, 2006.
    4.   The Compounded annualized returns of each scheme are computed from inception of the Scheme till the
         end of the period of the respective condensed financial information whereas the returns compared to
         benchmark index are computed for the financial year.
    5.   Units for Prudential ICICI Fixed Maturity Plan –Series 25 - Quarterly, Prudential ICICI Fixed Maturity
         Plan –Series 6 – Yearly, Prudential ICICI Fixed Maturity Plan –Series 26 – Quarterly, Prudential ICICI
         Long Term Floating Rate Plan – Institutional Plus Plan, Prudential ICICI Fixed Maturity Plan Series 28 - 4
         Months Plan, Prudential ICICI Plan I, Prudential ICICI Fixed Maturity Plan Series 24, Prudential ICICI
         Fixed Maturity Plan Series 27 – 3 Months Plan, Prudential ICICI Fixed Maturity Plan -Yearly –Series 25 ,
         Prudential ICICI Fixed Maturity Plan Series 32 - 3 Months Plan- Plan A and Prudential ICICI Fixed
         Maturity Plan Series 32 - 3 Months Plan- Plan B were made nil on 11 August, 2005, 19 August 2005, 2
         September, 2005, 5 May, 2006,16 May, 2006, May 25, 2006, June 10, 2006, June 27,2006, July 20,2006
         ,September 22 ,2006 and October 27,2006 respectively.

    6.   For the schemes where all the units were redeemed during the year and fresh subscription were invited on a



                                                                                                               116
    7.     later date the date of allotment is considered to be the date of reopening and opening NAV is not stated.

    8.     Nomenclature for 'FII Option' for Prudential ICICI Discovery, Prudential ICICI Emerging Star and
           Prudential ICICI Fusion Schemes is changed to Institutional Option-I' w.e.f. 14th August, 2006.

*   Prudential ICICI Services Industries Fund, Prudential ICICI Fixed Maturity Plan –Series 28- 16 Months Plan,
    Prudential ICICI Fusion Fund, Prudential ICICI Fixed Maturity Plan –Series 28, Prudential ICICI Fixed
    Maturity Plan –Series 30- 13 Months Plan, Prudential ICICI Fixed Maturity Plan –Series 32- 3 Months Plan-
    Plan C and Prudential ICICI Hybrid Fixed Maturity Plan 13 Months Plan have not completed one year from the
    date of their launch. Returns are computed in absolute terms and for Growth Options only from the date of
    allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns.
** Un-audited.
$ Appropriate benchmark index is not available.
@ All the units holder under the scheme Prudential ICICI Fixed Maturity Plan Yearly Series 12,Prudential ICICI
  Fixed Maturity Plan Yearly Series 5 have redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh
  subscription on14/12/04, 31/12/04 at Rs.10 respectively. Thus returns have been calculated from this date.
@@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the
  basis of market value of net assets of the Scheme on the valuation date, divided by the number of units
  outstanding on that date. It may be noted that, as it merely indicates the net income per unit on the valuation
  date calculated based upon outstanding units of the scheme on the given date, it is subject to vary from time to
  time and does not reflect any income / loss of the scheme.


$$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor
   Series are as given below:

         Benchmark Indices          Aggressive       Cautious      Moderate       Very                 Very
                                      Plan            Plan          Plan          Aggressive          Cautious
                                                                                  Plan                 Plan
                 Nifty                  70 %           15%            40 %              90 %             NA
         Crisil Composite Bond          25%             70 %          40 %              NA               30%
               Fund Index
     Crisil Liquid Fund Index           5%             15 %           20 %              10 %             70%




                                                                                                                   117
                                       SECTION V
                           UNITHOLDERS RIGHTS & SERVICES

a)   Investor Services
     The Fund believes in providing the investors with a superior service to make the investors’
     experience in dealing with the Fund an efficient and satisfactory one. In order to achieve these
     goals, the Fund will endeavour to continuously establish and upgrade systems to handle
     transactions efficiently and resolve any investor grievances promptly.

b)   Ease of Transactions
     The Fund intends to make every transaction for the investor a simple and convenient one. The
     Fund plans to provide the following services: -

     i) Customer Service Centres in major metros
     The AMC presently has Customer Service Centres in five main cities and various other cities the
     details in respect of which are stated on the last page of this Offer Document. Over a period of
     time, the AMC will endeavour to add further Customer Service Centres and/or sales offices in
     other cities. Unitholders can go to these Service Centres / Sales Offices for enquiries and
     transactions during business hours.

     ii)      Process transactions in a timely manner
     Under the Regulations, the Fund/ the Registrar / AMC shall despatch to the Unitholders the
     dividend warrants, if any, within thirty days of the date of declaration of dividend and the
     Redemption proceeds within ten Business Days from the date of acceptance / deemed acceptance
     of the request for Redemption or repurchase proceeds, as the case may be.

     Under normal circumstances, the Fund will endeavour to complete all monetary transactions
     within three Business Days from the date of acceptance of a transaction request at the Customer
     Service Centres.

     Ordinarily, non-monetary transactions or requests will be processed, (with the exception of issue
     of Unit certificates) within 7 (seven) Business Days. Investors should note that completion of
     monetary/ non-monetary transactions within the Business Days as indicated above would be done
     on “best efforts” basis and completion of all such transactions are subject to the time limits as
     prescribed under the Regulations.

c)   Problem Resolution
     The Fund will follow-up with Customer Service Centres and Registrar on complaints and
     enquiries received from investors for resolving them promptly.
     For this purpose, Ms. Molly Kapoor has been appointed the Investor Relations Officer. She can
     be contacted at the Corporate Office of the AMC. The address and phone numbers are:

     503, 5th Floor, Peninsula Tower
     Peninsula Corporate Park
     Ganpatrao Kadam Marg,
     Off Senapati Bapat Marg
     Lower Parel Mumbai 400 013
     Phone: (91)(22) 24997000
     Fax : (91)(22) 24997029




                                                                                                  118
d)     Information about the Scheme
      An abridged scheme wise annual report shall be mailed to all Unitholders, not later than six months
      from March 31 of each year. The abridged annual report shall contain such details as are required
      under the Regulations.
      The Fund shall before the expiry of one month from the close of each half year, that is as on March
      31 and September 30, publish its unaudited financial results in one English daily newspaper
      circulating all India and in a newspaper published in the language of the region where the Head
      Office of the Fund is situated and update the same on AMC’s website at www.pruicici.com within 30
      days and 60 days in two different formats prescribed in terms of SEBI’s circular dated April 20, 2001
      and on AMFI web site (www.amfiindia.com) before the expiry of one month from the close of each
      half-year, in the prescribed format.
      Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at
      www.pruicici.com and on AMFI web site (www.amfiindia.com) in the prescribed format before the
      expiry of one month from the close of each half-year.

      The Fund shall before the expiry of one month from the close of each half year (31st March and 30th
      September) send to the Unitholders a complete statement of Plan’s portfolios or if such statement is
      not sent to the Unitholders, it will be published by way of an advertisement in one English daily
      circulating in the whole of India and in a newspaper published in the language of the region where the
      head office of the mutual fund is situated.

      The AMC will disclose the NAV of the Scheme on weekly basis. The AMC can send the annual
      report, portfolio statement, account statements and other correspondence using e-mail as an alternate
      mode of communication, with the consent of the unit holders.

e) NAV Information
   The NAV of the Scheme will be calculated and announced by the Fund on weekly basis on every
   Wednesday. The information on NAV may be obtained by the Unitholders, on such day, by calling
   the office of the AMC or any of the Investor Service Centres. The Fund will use its best endeavour to
   publish NAVs, in at least two daily newspapers at weekly frequency on every Wednesday.

      AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI
      (www.amfiindia.com) on weekly basis on every Wednesday. In case of any delay, the reasons for
      such delay would be explained to AMFI and SEBI by the next day. If the NAVs are not available
      before commencement of business hours on the following week due to any reason, the Fund shall
      issue a press release providing reasons and explaining when the Fund would be able to publish the
      NAVs.

f) Disclosure of information under the Regulations
   The Fund will, not later than six months after the close of each financial year (March 31), mail to the
   Unitholders an abridged scheme wise annual report. Further, the full text of the Annual Report will be
   available for inspection at the office of the Fund. A copy of the Annual Report will be sent to Unit
   holders, free of cost, on specific request.

     The Fund shall before the expiry of one month from the close of each half year, that is as on March 31
     and September 30, publish its unaudited financial results in one English daily newspaper having all
     India circulation and in a newspaper published in the language of the region where the Head Office of
     the Fund is situated and update the same on AMC's website at www.pruicici.com within 30 days and
     60 days in two different formats prescribed in terms of SEBI’s circular dated April 20, 2001 and on



                                                                                                        119
     AMFI's website at www.amfiindia.com within 30 days from the close of each half year, in the
     prescribed formats.

     Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at
     www.pruicici.com and on AMFI web site (www.amfiindia.com) in the prescribed format before the
     expiry of one month from the close of each half-year.

g) Rights of Unitholders of the Scheme :
   1. Unitholders of the Scheme have a proportionate right in the beneficial ownership of the assets of
         that Scheme.
   2. The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep
         them informed about any information known to Trustee which may have an adverse bearing on
         their investments.
   3. The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75%
         of the Unitholders of the Scheme of the Fund and any change in the appointment of the AMC
         shall be subject to the prior approval of SEBI and the Unitholders of the Scheme.
   4. The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the
         Scheme.
   5. 75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the
         Scheme.
   6. Unitholders have the right to inspect all the documents listed under “Documents Available for
         Inspection”.
   7. The Trustee shall obtain the consent of the Unitholders:
              a)       whenever required to do so by SEBI, in the interest of Unitholders
              b)       whenever required to do so on the requisition made by three-fourths of the
                       Unitholders of the Scheme.
              c)       when the Trustee decides to wind up or prematurely redeem the units.
   8. The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust
         or fee and expenses payable or any other change which would modify the scheme and affects the
         interests of unit holders is carried out unless:
      i.      a written communication about the proposed change is sent to each Unitholder and
     ii.      an advertisement is given in one English daily newspaper having nationwide circulation as
              well as in a newspaper published in the language of the region where the Head Office of the
              mutual fund is situated; and
    iii.      the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit
              load.
   9. Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of
         the Scheme will be obtained through voting, by mail. Detailed modalities of the same, including
         the principles for entitlement of votes for each Unitholder will be finalized in consultation with
         and after obtaining the approval of SEBI and the Trustee.
   10. Annual report containing accounts of the AMC would be displayed on the websites of the Fund
         (i.e. pruicici.com) Unitholders, if they so desire, may request for the annual report of the AMC.


h)     Duration of the Scheme/ Winding up.




                                                                                                        120
     The duration of the Scheme is limited till the maturity of the plan under the scheme unless rolled
     over. The AMC, the Fund and the Trustee reserve the right to make such changes/alterations the
     Scheme (including the charging of fees and expenses) offered under this Offer Document to the
     extent permitted by the applicable Regulations. However, in terms of the Regulations, a Scheme may
     be wound up after repaying the amount due to the Unitholders:
     1. On happening of any event, which in the opinion of the Trustee, requires the Scheme to be wound
        up, OR
     2. If seventy five percent (75%) of the Unitholders of the Schemes pass a resolution that the Scheme
        be wound up, OR
     3. If SEBI so directs in the interest of the Unitholders, OR
     4. In case of non-fulfillment of condition prescribed in terms of minimum number of investors vide
        SEBI circular No. SEBI/IMD/CIR No.10/22701/03 dated December 12, 2003, OR.
     5. On Maturity of the Plan under the Scheme.

Where the Scheme is so wound up, the Trustee shall give notice of the circumstances leading to the
winding up of the Scheme to:
1. SEBI and,
2. In two daily newspapers with circulation all over India and in one vernacular newspaper with
   circulation in Mumbai.
On and from the date of the publication of notice of winding up, the Trustee or the Investment Manager,
as the case may be, shall:
1. Cease to carry on any business activities in respect of the Scheme so wound up;
2. Cease to create or cancel Units in the Scheme;
3. Cease to issue or redeem Units in the Scheme.


i)   Procedure and manner of Winding up
Other than for winding up of the Plan on the maturity, the Trustee shall call a meeting of the Unitholders
to approve by simple majority of the Unitholders present and voting at the meeting for authorising the
Trustee or any other person to take steps for the winding up of the Scheme.
The Trustee or the person authorised above, shall dispose of the assets of the Scheme concerned in the
best interest of the Unitholders of the Scheme.
The proceeds of sale realised in pursuance of the above, shall be first utilised towards discharge of such
liabilities as are due and payable under the Scheme, and after meeting the expenses connected with such
winding up, the balance shall be paid to Unitholders in proportion to their respective interest in the assets
of the Scheme, as on the date the decision for winding up was taken.
On completion of the winding up, the Trustee shall forward to SEBI and the Unitholders a report on the
winding up, detailing the circumstances leading to the winding up, the steps taken for disposal of the
assets of the Scheme before winding up, net assets available for distribution to the Unitholders and a
certificate from the auditors of the Fund.


Notwithstanding anything contained above, the provisions of the Regulations in respect of disclosures of
half-yearly reports and annual reports shall continue to be applicable.
After the receipt of the report referred to above, if SEBI is satisfied that all measures for winding up of
the Scheme have been complied with, the Scheme shall cease to exist.



                                                                                                         121
j) Tax benefits of investing in the Mutual Fund

1.     TO THE FUND
       The Income of the Fund registered under the Securities and Exchange Board of India Act, 1992
       (15 of 1992) or regulations made there under will be exempt from income tax in accordance with
       the provisions of section 10(23D) of the Act. The income received by the Fund is not liable for
       deduction of tax at source.
       As per section 115R, the Mutual Funds are liable to pay additional income tax on the income
       distributed by it.
       Under the provisions of section 115R of the Act, additional income tax is payable at different
       rates on income distributed to different class of unitholders. The Mutual Funds will be liable to
       pay additional income tax at the rate of 12.50% plus applicable surcharge on the income
       distributed by the Fund to Individuals and HUFs and at the rate of 20% plus applicable surcharge
       on the income distributed to any other assessees. Levy of education cess at the rate of 2% is also
       applicable on total tax payable.

2.     TO THE UNITHOLDERS

       2.1     INCOME RECEIVED FROM MUTUAL FUND
       According to section 10(35) of the Act, any income received in respect of units of Mutual Fund
       specified under section 10(23D) will be exempt from income tax in the hands of the unit holders.
       Further, it has been clarified that income arising from transfer of units of Mutual Fund shall not
       be exempt under section 10(35).

       2.2     LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS
       The provisions for taxation of long-term capital gains for different categories of assessees are
       explained hereunder:
       i)    For Individuals and HUFs
             Long-term Capital Gains in respect of Units of Mutual Fund held for a period of more than
             12 months will be chargeable under section 112 of the Act, at a rate of 20% plus surcharge,
             as applicable and cess. Capital Gains would be computed after taking into account cost of
             acquisition as adjusted by Cost Inflation Index notified by the Central Government and
             expenditure incurred wholly and exclusively in connection with such transfer. In the case
             where taxable income as reduced by long term capital gains is below the exemption limit,
             the long term capital gains will be reduced to the extent of the shortfall and only the
             balance long term capital gains will be charged at the flat rate of 20% plus surcharge, as
             may be applicable and cess.
             It is further provided that an assessee will have an option to apply concessional rate of 10%
             plus applicable surcharge and cess, provided the long term capital gains are computed
             without substituting indexed cost in place of cost of acquisition.
       ii)   For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies
             Long-term Capital Gains in respect of Units held for a period of more than 12 months will
             be chargeable under section 112 of the Act at a rate of 20% plus surcharge, as may be
             applicable and cess. Capital gains would be computed after taking into account cost of
             acquisition as adjusted by Cost Inflation Index notified by the Central Government and
             expenditure incurred wholly and exclusively in connection with such transfer.
             It is further provided that an assessee will have an option to apply concessional rate of 10%
             plus applicable surcharge and cess, provided the long term capital gains are computed



                                                                                                      122
           without substituting indexed cost in place of cost of acquisition.
    iii)   For Non-resident Indians
           Under section 115E of the Act for non-resident Indians, income by way of long-term
           capital gains in respect of Units is chargeable at the rate of 20% plus applicable surcharge
           and cess. Such long-term capital gains would be calculated without indexation of cost of
           acquisition.
           Non-resident Indians may opt for computation of long term capital gains as per section
           112, which is more beneficial.
    iv)    For Overseas Financial Organisations, including Overseas Corporate Bodies and
           Foreign Institutional Investors fulfilling conditions laid down under section 115AB
           (Offshore Fund)
           Under section 115AB of the Act, income by way of long-term capital gains in respect of
           units purchased in foreign currency held for a period of more than 12 months will be
           chargeable to tax at the rate of 10%, plus applicable surcharge and cess. Such gains would
           be calculated without indexation of cost of acquisition.

2.3 SHORT TERM CAPITAL GAINS ON TRANSFER OF UNITS
    Section 111A provides that short-term capital gains arising on sale of units of Equity Oriented
    Funds are chargeable to income tax at a concessional rate of 10% plus applicable surcharge and
    cess, provided such transactions are entered into on a recognised stock exchange or such units are
    sold to the Mutual Funds and are chargeable to STT. Further, Section 48 provides that no
    deduction shall be allowed in respect of STT paid for the purpose of computing Capital Gains.
    In respect of capital gains not chargeable under section 111A, the provisions for taxation of short-
    term capital gains for different categories of assessees is explained hereunder:
    Short term Capital Gains in respect of Units held for a period of not more than 12 months is
    added to the total income. Total income including short-term capital gains is chargeable to tax as
    per the relevant slab rates.
    Income Tax Rates
    The maximum income tax rates for various categories of assessees for AY 2006-07 are as under:
    Resident individuals and HUF              30% plus surcharge and cess
    Partnership Firms                         30% plus surcharge and cess
    Indian companies                          30% plus surcharge and cess
    Non Resident Indians                      30% plus surcharge and cess
    Foreign Companies                         40% plus surcharge and cess
    With regards to individuals and HUF having a total income exceeding Rs. 10,00,000, Partnership
    Firms and Indian Companies, a surcharge of 10% on the income tax is applicable. Individuals
    and HUFs having total income less than Rs. 10,00,000 are not liable to surcharge. A surcharge of
    2.5% on the income tax would be applicable in the case of Foreign Companies.
    Further, education cess at the rate of 2% on the income tax (including applicable surcharge)
    would be applicable for all categories of assessees.

2.4 CAPITAL LOSSES
    Losses under the head "Capital Gains" cannot be set off against income under any other head.
    Further within the head "Capital Gains", losses arising from the transfer of long-term capital
    assets cannot be adjusted against gains arising from the transfer of a short-term capital asset.
    However, losses arising from the transfer of short-term capital assets can be adjusted against
    gains arising from the transfer of either a long-term or a short-term capital asset.
    Under Section 10(38), Long Term Capital Gains on sale of units of Equity Oriented Fund are


                                                                                                    123
        exempt from Income Tax provided certain conditions are fulfilled. Hence, losses arising from
        such type of transaction of sale of units of Equity Oriented Fund would not be eligible for set-off
        against taxable capital gains.
        Unabsorbed long-term capital loss (other than that relating to sale of equity shares and units of
        Equity Oriented Fund as stated in para above) can be carried forward and set off against the long-
        term capital gains arising in any of the subsequent eight assessment years.
        Unabsorbed short-term capital loss can be carried forward and set off against the income under
        the head Capital Gains in any of the subsequent eight assessment years.
        According to section 94(7) of the Act, if any person buys or acquires units within a period of
        three months prior to the record date fixed for declaration of dividend or distribution of income
        and sells or transfers the same within a period of nine months from such record date, then losses
        arising from such sale to the extent of income received or receivable on such units, which are
        exempt under the Act, will be ignored for the purpose of computing his income chargeable to tax.
        Further, Sub-section (8) of Section 94 provides that, where additional units have been issued to
        any person without any payment, on the basis of existing units held by such person then the loss
        on sale of original units shall be ignored for the purpose of computing income chargeable to tax,
        if the original units were acquired within three months prior to the record date fixed for receipt of
        additional units and sold within nine months from such record date. However, the loss so ignored
        shall be considered as cost of acquisition of such additional units held on the date of sale by such
        person.

     2.5 Section 80C as introduced by the Finance Act, 2005, provides that from the total income of an
         individual and HUF, deduction for an amount paid or deposited in certain eligible schemes or
         investments would be available, subject to a maximum amount of Rs. 1,00,000.
         According to clause (xiii) and clause (xx) to sub-section 2, any subscription to any units of
         Mutual Fund notified under Section 10(23D) would qualify for deduction under the aforesaid
         section provided
             the plan formulated in accordance with a scheme notified by the Central Government; or
             approved by CBDT on an application made by the Mutual Fund and the amount of
             subscription to such units is subscribed only in eligible issue of capital of any company.

3.      TAX DEDUCTION AT SOURCE
        3.1  For Income in respect of units:
        No tax shall be deducted at source in respect of any income credited or paid in respect of units of
        the Fund as per the provisions of section 10(35), section 194K and section 196A.

        3.2        For Capital Gains:
        (i)        In respect of Resident Unit holders:
        No tax is required to be deducted at source on capital gains arising to any resident unit holder
        (under section 194K) vide circular no. 715 dated August 8, 1995 issued by the Central Board for
        Direct Taxes (CBDT).

        (ii)       In respect of Non- Resident Unit holders:
        Under section 195 and section 196B of the Act, tax shall be deducted at source in respect of
        capital gains as under:
        a. In case of non resident other than a company -
               Long term capital gains              20% plus surcharge and cess
               Short term capital gains             30% plus surcharge and cess


                                                                                                         124
     b. In case of foreign company -
         Long term capital gains                  20% plus surcharge and cess
         Short term capital gains                 40% plus surcharge and cess
     c. In case of Offshore Fund as defined in 115AB –
         Long term capital gains                  10% plus surcharge and cess


     As per circular no. 728 dated October 1995 by CBDT, in the case of a remittance to a country
     with which a Double Taxation Avoidance Agreement (DTAA) is in force, the tax should be
     deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in
     DTAA whichever is more beneficial to the assessee.

4.   EXEMPTION FROM TAX ON CAPITAL GAINS ARISING ON TRANSFER OF UNITS
     HELD FOR MORE THAN 12 MONTHS
     Under section 54EC of the Act
     As provided under section 54EC, and subject to the conditions specified therein, where an
     assessee has made capital gains from the transfer of units held in Mutual Fund Scheme for a
     period exceeding 12 months and the assessee has any time within a period of 6 months after the
     date of such transfer, invested the whole of the capital gains in the long term specified assets i.e.,
     in bonds redeemable after 3 years issued by the National Bank for Agriculture and Rural
     Development, or by the National Highways Authority of India or by the Rural Electrification
     Corporation Limited or by National Housing Bank or by the Small Industries Development Bank
     of India, such capital gains shall be exempted from tax on capital gains under section 54EC of the
     Income Tax Act, 1961. However, if the assessee has invested only a part of the capital gains, he
     will be eligible for the proportionate exemption.
     Section 54EC provides that where any investment has been allowed as a deduction under this
     section the same shall not be allowed as deduction in Section 80C.

     Under section 54ED of the Act
     Under Section 54ED and subject to the conditions specified therein, capital gains arising from the
     transfer of units held in the Mutual Fund Scheme for a period exceeding 12 months will be
     exempt, if the assessee has, any time within a period of 6 months after the date of such transfer,
     invested the whole of the capital gains in acquiring equity shares forming part of an eligible issue
     of capital. However, if the assessee has invested only a part of the capital gains, he will be
     eligible for the proportionate exemption. An eligible issue of capital means an issue of equity
     shares offered for subscription to the public by a public company formed and registered in India.
     Section 54ED provides that where any investment has been allowed as a deduction under this
     section the same shall not be allowed as deduction in Section 80C.

5.   INVESTMENTS BY CHARITABLE AND RELIGIOUS TRUSTS
     Units of a Mutual fund Scheme referred to in clause 23D of section 10 of the Income Tax Act,
     1961, constitute an eligible avenue for investment by charitable or religious trusts per rule 17C of
     the Income Tax Rules, 1962, read with clause (xii) of sub-section (5) of section 11 of the Income
     Tax Act, 1961.

6.   WEALTH TAX
     Units held under the Mutual Fund Scheme are not treated as assets within the meaning of section
     2(ea) of the Wealth Tax Act, 1957 and are, therefore, not liable to Wealth-Tax.




                                                                                                       125
k) Unclaimed redemption amount
   The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or
   money market instruments only and the investors who claim these amounts during a period of three
   years from the due date shall be paid at the prevailing Net Asset Value. After a period of three years,
   this amount will be transferred to a pool account and the investors can claim the amount at NAV
   prevailing at the end of the third year. The income earned on such funds will be used for the purpose
   of investor education. The AMC will make a continuous efforts to remind the investors through
   letters to take their unclaimed amounts. Further, the investment management fee charged by the AMC
   for managing unclaimed amounts shall not exceed 50 basis points.

   Unclaimed Dividend / Redemptions in respect of the open ended funds normally represent the time
   lag between funding of the respective accounts (with bank) by the AMC and the time taken for
   presentation of redemption/dividend warrants by the investors. No significant delay in the process is
   noticed. Hence the details in respect of open-ended funds is not mentioned.

   Details in respect of Prudential ICICI Premier are given below –


                                    As of March 31, 2006           As on October 31, 2006
    Unclaimed     Redemption        Rs. 5.09 crores of 23,885      Rs. 4.86 crores of 23,024
    Amount     –     Premier        Investors                      Investors
    Redeemed
    Unclaimed     Redemption         Rs. 2.64 Crores of 4,426      Rs. 2.45 Crores of 4,134
    Amount – Premier Rolled         Investors                      Investors
    Over Redeemed
    Unclaimed       Dividend         Rs. 0.03 Crores               Rs. 0.03 Crores
    Amount




                                                                                                      126
                                               SECTION VI
                                            OTHER MATTERS

a) UNITHOLDER GRIEVANCES REDRESSAL MECHANISM

Investor grievances are normally received at AMC office or at the Customer Service Centres or directly
by the Registrar. All grievances are forwarded to the Registrar for their necessary action. The complaints
are closely followed up with the Registrar to ensure timely redresses and prompt investor service. Given
below is the complaint history for the last three fiscal years:
                                                               ICICI Premier     ICICI Power #
 01/04/2003 to 31/3/2004
 Complaints/ Requests received during the period                           592       Not applicable
 Redressed during the period                                               594       Not applicable

 Pending as on March 31, 2004                                                 3      Not applicable
 01/04/2004 to 31/03/2005
 Complaints/ Requests received during the period                           565       Not applicable
 Redressed during the period                                               562       Not applicable
 Pending as on March 31, 2005                                                 6      Not applicable
 01/04/2005 to 31/03/2006
 Complaints/ Requests received during the period                           284       Not applicable
 Redressed during the period                                               287       Not applicable
 Pending as on March 31, 2006                                                 3      Not applicable
 01/04/2006 to 31/10/2006
 Complaints/ Requests received during the period                          100        Not applicable
 Redressed during the period                                                97       Not applicable
 Pending as on October 31, 2006                                              6       Not applicable


 #Status reported till the Record Date of Conversion. Name changed to Prudential ICICI Power
 with effect from September 27, 2001. The status on investor complaints consequent to conversion
 is reported separately.

 The above two funds were launched in 1994. . ICICI Power has been converted in to an open-ended
 fund w.e.f. September 27, 2001. Consequent to conversion its name is changed to Prudential ICICI
 Power. Further, ICICI Premier was rolled over for a further period of 5 years in February 1999 and is
 open for repurchase w.e.f. February 7, 2001 and redeemed in February 2005. The pending investor
 complaints / requests pertain to, inter-alia, Issue of duplicate certificates, non receipt of certificates, non
 receipt of redemption/dividend warrants, revalidation of dividend warrants, name correction, change of
 address of the Unitholder, registration of death cases, registration of Power of Attorney,
 transfer/transmission of Units etc. All investor grievances are normally redressed within a period of 15
 days of their receipt, subject to the information furnished by the Unitholder is complete and accurate. If


                                                                                                           127
 such information is not provided/not available with the Registrars to the above Schemes, the matter is
 further followed up with the investors. Investor complaints are continuously monitored with the
 Registrar to the Schemes.

Data relating to the period April 2002 to October 31, 2006
Scheme                                     Opening    Complaints        Complaints Complaints
                                           Pending    Received          redressed  pending
Prudential ICICI Growth Plan                   NIL               185            185      NIL
Prudential ICICI Income Plan                   NIL               260            260      NIL
Prudential ICICI Liquid Plan                   NIL                 11            11      NIL
Prudential ICICI FMCG Fund                     NIL                 63            63      NIL
Prudential ICICI Tax Plan                      NIL              1035           1035      NIL
Prudential ICICI Gilt Fund                     NIL                 51            51      NIL
Prudential ICICI Balanced Fund                 NIL               103            103      NIL
Prudential ICICI Technology Fund               NIL               104            104      NIL
Prudential ICICI Monthly Income Plan
                                               NIL               180            180      NIL
Prudential ICICI Fixed Monthly Plan            NIL                 2              2      NIL
Prudential ICICI Child Care Plan               NIL                 25            25      NIL
Prudential ICICI Power                         NIL               372            372      NIL
Prudential ICICI Short Term Plan               NIL                 3              3      NIL
Prudential ICICI Long Term Plan                NIL                  9             9      NIL
Prudential ICICI Index Fund                    NIL                 5              5      NIL
Prudential ICICI Sweep Plan                    NIL                  0             0      NIL
Prudential ICICI Flexible Income Plan
                                               NIL                 29            29      NIL
Prudential ICICI Dynamic Plan                  NIL               274            274      NIL
Sensex Prudential     ICICI     Exchange
Traded Fund                                    NIL                 1              1      NIL
Prudential ICICI Floating Rating Plan
                                               NIL                 3              3      NIL
Prudential ICICI Advisory Series               NIL                 6              6      NIL
Prudential ICICI Income Multiplier
Fund                                           NIL                 56            56      NIL
Prudential ICICI Long Term Floating
Rate Plan                                      NIL                  0             0      NIL
Prudential ICICI Emerging Star                 NIL               487            487      NIL
Prudential ICICI Discovery Fund                NIL               206            206      NIL
Prudential ICICI Plan I Year Plus              NIL                  2             2      NIL
Prudential ICICI Blended Plan                  NIL                 71            71      NIL



                                                                                                   128
    Prudential ICICI Infrastructure Fund
                                                 NIL                  430                  430        NIL
    Prudential ICICI Services Industries
    Fund                                         NIL                    20                  20        NIL
    Prudential ICICI Fusion Fund                 NIL                    17                  17        NIL
    Total                                        NIL                 4010                 4010        NIL


    Details of investor complaints received from SEBI
     For the Period                                Complaints        Complaints           Complaints
                                                    Received          redressed           pending
      Financial Year 2003-2004                          30                   33                  2
      Financial Year 2004-2005                          48                   45                  5
      Financial Year 2005-2006                          45                   42                  8
      April 1, 2006 to June 20, 2006*                   12                   7                   13

    *The details of investor complaints received from SEBI for the period June 21,2006 onwards is not
    available from MCS Ltd.( The agency appointed by SEBI for handling investor’s grievances).The same
    has been brought to the notice of SEBI.



b) ASSOCIATE TRANSACTIONS
    Investment in Group Companies

    Details of investments made by the schemes in securities of Sponsor i.e. ICICI Bank Ltd. (erstwhile ICICI
    Ltd.) during the previous three financial years are as follows:

                                                                                          (Amount in Rupees)
     Scheme name/Nature of F.Y 2003-2004               F.Y 2004- F.Y.             2005- April 1, 2006 to
     investment                                             2005 2006                   October 31, 2006
     Investment in Bonds of ICICI Bank Ltd.
     Prudential ICICI Income       15,00,00,000                --                    --                       --
     Plan
     Prudential ICICI Liquid       10,00,00,000                --       15,084,779                            --
     Plan
     Prudential ICICI FMP                     --               --      187,441,157                            --
     Yearly Series 12
     Prudential ICICI Long                    --               --       49,588,850                    49,928,264
     Term Floating Rate Plan
     Investment in NSE Linked Mibor Deposits /Term Deposit of ICICI Bank Ltd
     Prudential ICICI Balanced               -          -       255,200,000                       165,000,000
     Fund
     Prudential ICICI Blended               --         --     1,380,600,000                      1,332,200,000
     Plan - Plan A
     Prudential ICICI Blended               --         --       288,100,000                           141500000
     Plan - Plan B


                                                                                                               129
Scheme name/Nature of         F.Y 2003-2004   F.Y 2004- F.Y.      2005- April 1, 2006 to
investment                                         2005 2006            October 31, 2006
Prudential ICICI Child                   --           --     67,400,000        23,200,000
Care Gift Plan
Prudential ICICI Child                   --            --     54,100,000               --
Care Study Plan
Prudential ICICI Discovery               --            --     36,500,000       43,500,000
Fund
Prudential ICICI Dynamic                 --            --     31,500,000      185,000,000
Plan
Prudential ICICI Emerging                --            --              --      77,000,000
S.T.A.R. (Stocks Targeted
At Returns) Fund
Prudential ICICI Fixed          127,000,000            --              --              --
Maturity Plan – NRI Series
4 – Half Yearly
Prudential ICICI Fixed                   --            --   1,270,000,000              --
Maturity Plan – Series 27 –
Monthly Plan
Prudential ICICI Fixed                   --            --   1,335,000,000   1,345,000,000
Maturity Plan – Series 28
Prudential ICICI Fixed                   --            --     70,000,000               --
Maturity Plan – Series 31 –
4 Months Plan
Prudential ICICI Fixed           21,700,000            --              --              --
Maturity Plan – Yearly
Series 12
Prudential ICICI Fixed           16,000,000            --              --              --
Maturity Plan – Yearly
Series 23
Prudential ICICI Fixed                   --            --   1,500,000,000              --
Maturity Plan – Yearly
Series 24
Prudential ICICI Fixed                   --            --     65,000,000       65,000,000
Maturity Plan – Yearly
Series 25
Prudential ICICI Fixed          200,000,000            --              --             ---
Maturity Plan – Yearly
Series 6
Prudential ICICI Fixed                   --            --              --   1,450,000,000
Maturity Plan – Series 32 –
3 Months Plan C
Prudential ICICI Fixed                   --            --              --   1,700,000,000
Maturity Plan – Series 32 –
3 Months Plan D
Prudential ICICI Flexible                --   100,000,00      66,500,000      160,000,000
Income Plan                                            0
Prudential ICICI Floating                --            --   4,450,000,000   3,019,000,000
Rate Plan
Prudential ICICI FMCG                    --            --                      10,000,000
F d

                                                                                        130
Scheme name/Nature of        F.Y 2003-2004    F.Y 2004- F.Y.        2005- April 1, 2006 to
investment                                         2005 2006              October 31, 2006
Fund
Prudential ICICI Fusion                  --            --     180,000,000        88,000,000
Fund
Prudential ICICI Growth                  --            --      12,000,000        59,500,000
Plan
Prudential ICICI Hybrid                                                       1,500,000,000
Fixed Maturity -13 Months
Plan
Prudential ICICI Income                  --                   150,100,000       127,100,000
Multiplier Plan                               80,000,000
Prudential           ICICI               --            --     182,000,000       134,500,000
Infrastructure Fund
Prudential ICICI Liquid      13,250,000,000   1,680,000,    12,050,000,000   18,233,000,000
Plan                                                000
Prudential ICICI Long                    --                   463,500,000       380,000,000
Term Floating Rate Plan                       140,000,00
                                                       0
Prudential ICICI Long                    --            --     320,000,000               ---
Term Plan
Prudential ICICI Monthly                 --                   425,400,000       115,200,000
Income Plan                                   500,000,00
                                                       0
Prudential ICICI Power                   --            --      10,100,000       219,800,000
Prudential ICICI Services                --            --      29,500,000         8,000,000
Industries Fund
Prudential ICICI Short        1,250,000,000            --    1,130,000,000      707,000,000
Term Plan
Prudential ICICI Sweep                   --            --    1,500,000,000      161,500,000
Plan
Prudential ICICI Tax Plan                 --          --         1,000,000              ---
Investment in equity shares of ICICI Bank Ltd
Prudential ICICI Balanced                 --  4,418,418        96,471,664      104947113.2
Fund
Prudential ICICI Child                    --          --                --       15,543,000
Care Gift Plan
Prudential ICICI Child                    --          --                --               --
Care Study Plan
Prudential ICICI Dynamic                  --     59,000        52,053,170         22848210
Plan
Prudential ICICI Growth                   -- 29,443,706                 --    93,070,706.85
Plan
Prudential ICICI Income                   --          --                --       50,670,180
Multiplier Fund
Prudential ICICI Index            4,094,680     264,135           876,506      2,803,957.20
Fund
Prudential           ICICI                --          --               ---      155,430,000
Infrastructure Fund



                                                                                          131
 Scheme name/Nature of           F.Y 2003-2004           F.Y 2004- F.Y.        2005- April 1, 2006 to
 investment                                                   2005 2006              October 31, 2006
 Prudential ICICI Monthly                     --         5,884,612                --        52,690,770
 Income Plan
 Prudential ICICI Power                       --     35,328,722          273,686,767         155,430,000
 Prudential ICICI Services                    --              --          65,092,970       139,046,900.9
 Industries Fund
 SENSEX Prudential ICICI              4,144,321                  --           705,922         869,295.15
 Exchange Traded Fund
 TOTAL                           15,122,939,001          2,581,224,   28,064,501,786      32,293,278,397
                                                                610
 % to the net assets of the             10.55%               1.69%            11.91%              9.87%
 Mutual Fund

The above details are as on the last day of each period

Underwriting obligations with respect to issues of Associate Companies
The AMC has, till date, not entered into any underwriting contracts in respect of any public issue
made by any of its associate companies.

Transactions with Associate Companies:

                                             F.Y.                 F.Y.           F.Y.   April 1, 2006
                                        2003-2004            2004-2005      2005-2006              to
                                                                                         October 31,
                                                                                                 2006
ICICI Bank Limited – Bank Charges
ICICI Premier                                38,341                   Nil         Nil              Nil
Prudential ICICI Aggressive Plan                   Nil         15,367.90       21,642              Nil

Prudential ICICI Balanced Fund              935,260           815,320.88      648,226
                                                                                          2249681.28
Prudential ICICI Blended Plan –                    Nil                Nil 11,725,865
Plan A                                                                                   16027232.58
Prudential ICICI Blended Plan –                    Nil                Nil 4,013,924
Plan B                                                                                      1777256.9
Prudential ICICI Cautious Plan                     Nil         30,164.02       18,569              Nil
Prudential ICICI Child Care Plan-            56,396           189,274.57       68,485       426633.93
Gift Plan
Prudential ICICI Child Care Plan-            15,689            54,234.48       39,252        19945.34
Study Plan
Prudential ICICI Discovery Fund                    Nil        420,883.85 1,381,548
                                                                                          2033445.67
Prudential ICICI Dynamic Plan               770,817           596,182.19 1,095,786        2337405.77
Prudential ICICI Emerging S.T.A.R.                 Nil        276,590.68      329,998
Fund                                                                                      1920525.99



                                                                                                         132
                                            F.Y.         F.Y.         F.Y.   April 1, 2006
                                       2003-2004    2004-2005    2005-2006              to
                                                                              October 31,
                                                                                      2006
Prudential ICICI Fixed Maturity Plan          Nil          Nil       4,357              Nil
– Quarterly Series 25
Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            8268
– Series 25 – 15 Months Plan
Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil         3367.20
– Series 32 – 3 Months Plan
Prudential ICICI Fixed Maturity Plan          Nil    23,902.59      36,018         5324.12
– Yearly Series 12
Prudential ICICI Fixed Maturity Plan          46           Nil         Nil              Nil
– Yearly Series 23
Prudential ICICI Fixed Maturity Plan          Nil    23,902.59      36,018            9754
– Yearly Series 24
Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            3126
– Yearly Series 25

Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            1684
– Yearly Series 28

Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            1663
– Yearly Series 5
Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            7948
–Series 27 – Three Months Plan
Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            2111
–Series 28 – 4 Months Plan

Prudential ICICI Fixed Maturity Plan          Nil          Nil         Nil            178
–Series 31 – 4 Months Plan
Prudential ICICI Fixed Maturity Plan          82           Nil         Nil              Nil
Yearly series 1
Prudential ICICI Fixed Maturity –             Nil          14          Nil              Nil
Quarterly Plan - Series 24
Prudential ICICI Flexible Income          933,012   664,748.93     165,119          1386.8
Plan
Prudential ICICI Floating Rating          333,309   778,929.20 1,438,606          92281.42
Plan
Prudential ICICI FMCG Fund                 63,040   125,546.25      76,381        36909.85


Prudential ICICI Fusion Fund                  Nil          Nil      91,313     1473108.17




                                                                                              133
                                            F.Y.         F.Y.           F.Y.   April 1, 2006
                                       2003-2004    2004-2005      2005-2006              to
                                                                                October 31,
                                                                                        2006
Prudential ICICI     Gilt   Fund   –      811,421    563,502.79      122,315         7789.87
Investment
Prudential ICICI Gilt       Fund   –         200     355,160.83          Nil              Nil
Investment - PF Option
Prudential ICICI Gilt Fund – PF               Nil            Nil      53,787
Option                                                                                  2946
Prudential   ICICI   Gilt   Fund   –      185,029    343,961.51       20,404         3332.12
Treasury
Prudential ICICI Gilt       Fund   –          Nil    351,541.67       46,581            1342
Treasury - PF Option

Prudential ICICI Growth Plan              958,392    796,978.96      564,739       825952.03

Prudential ICICI Hybrid Fixed                 Nil            Nil         Nil         1167.29
Maturity Plan –13 Months Plan
Prudential ICICI Income Multiplier            Nil    391,109.02      210,387       330307.39
Fund
Prudential ICICI Income Plan            1,133,115   1,025,720.67     258,956        10050.36
Prudential ICICI Index Fund                   73l            Nil      22,902        63998.33

Prudential ICICI Infrastructure Fund          Nil            Nil 2,871,823       3698475.39

Prudential ICICI Liquid Plan              688,562   1,797,358.07 7,464,838       3697357.85
Prudential ICICI Long Term Floating           Nil     52,070.35      200,806        20822.61
Rate Plan
Prudential ICICI Long Term Plan            68,619     63,709.85       47,010            5587
Prudential ICICI Moderate Plan                Nil     44,826.81       21,546              Nil
Prudential ICICI Monthly Income           945,772   1,322,413.33 1,155,792       1900950.20
Plan
Prudential ICICI Plan I                       Nil      3,449.00         367               Nil
Prudential ICICI Power                    958,588   1,136,605.09 1,914,016       2764369.96


Prudential ICICI Services Industries          Nil            Nil     645,774       315762.53
Fund
Prudential ICICI Short Term Plan        1,012,692    601,179.91      489,371        31907.13
Prudential ICICI Sweep Plan                 1,174            Nil      59,980           56.12

Prudential ICICI Tax Plan                 470,030    218,904.50      310,323         355,040




                                                                                                134
                                           F.Y.           F.Y.         F.Y.   April 1, 2006
                                      2003-2004      2004-2005    2005-2006              to
                                                                               October 31,
                                                                                       2006
Prudential ICICI Technology Fund         145,052     757,591.16     365,636         5795.61

Prudential ICICI Very Aggressive             Nil      11,955.03      11,973              Nil
Plan
Prudential ICICI Very Cautious Plan          Nil      20,906.92      18,941             354

 ICICI Bank Limited – Brokerage
 Prudential ICICI Agressive Plan      1,283,833        191,735       49,415       22534.52
 Prudential ICICI Balanced Fund       1,228,809    2,104,082.04   1,156,500     3372353.2
 Prudential ICICI Blended Plan –            Nil             Nil   5,233,573    1011777.81
 Plan A
 Prudential ICICI Blended Plan –            Nil             Nil   1,498,176     335615.32
 Plan B
 Prudential ICICI Cautious Plan         345,285        637,190       74,094       15676.33
 Prudential ICICI Child Care Plan-      440,987     740,634.98    1,023,519       499391.8
 Gift Plan
 Prudential ICICI Child Care Plan-      331,695     365,272.39      339,457     173335.51
 Study Plan
 Prudential ICICI Discovery Fund            Nil    4,288,947.01 18,155,450     7244310.76
 Prudential ICICI Dynamic Plan        3,995,832    2,647,414.31 11,895,404     8235137.39
 Prudential ICICI Emerging                  Nil      10659160     6,891,839    8038345.65
 S.T.A.R. (Stock Targeted At
 Returns) Fund
 Prudential ICICI Fixed Maturity        107,638             Nil         Nil             Nil
 Plan – Deposit Plus NRI Series 4 –
 Quarterly Plan
 Prudential ICICI Fixed Maturity         46,897             Nil         Nil             Nil
 Plan – Deposit Plus NRI Series 6 –
 Quarterly Plan
 Prudential ICICI Fixed Maturity        123,529             Nil         Nil             Nil
 Plan – Deposit Plus NRI Series 8 –
 Quarterly Plan
 Prudential ICICI Fixed Maturity          4,781         65,716          Nil             Nil
 Plan – Series 24 – Quarterly
 Prudential ICICI Fixed Maturity         26,250             Nil         Nil       44630.46
 Plan – Series 24 – Yearly
 Prudential ICICI Fixed Maturity            Nil         54,933          Nil             Nil
 Plan – Series 25 – 15 Months Plan
 Prudential ICICI Fixed Maturity            Nil         13,497       46,100             Nil
 Plan – Series 25 – Quarterly Plan



                                                                                               135
                                         F.Y.        F.Y.        F.Y.   April 1, 2006
                                    2003-2004   2004-2005   2005-2006              to
                                                                         October 31,
                                                                                 2006
Prudential ICICI Fixed Maturity           Nil      21,300      61,334       45373.86
Plan – Series 25 – Yearly Plan
Prudential ICICI Fixed Maturity           Nil         Nil       7,369             Nil
Plan – Series 26
Prudential ICICI Fixed Maturity           Nil      50,035      17,057             Nil
Plan – Series 26 – Quarterly Plan
Prudential ICICI Fixed Maturity           Nil         Nil      14,832       95710.92
Plan – Series 27 – Monthly Plan
Prudential ICICI Fixed Maturity           Nil         Nil         Nil        1336.42
Plan – Series 28
Prudential ICICI Fixed Maturity           Nil         Nil     165,440            Nil
Plan – Series 28 – 16 Months Plan
Prudential ICICI Fixed Maturity           Nil         Nil     254,176       10502.76
Plan – Series 28 – 4 Months Plan
Prudential ICICI Fixed Maturity           Nil         Nil         Nil      -66821.10
Plan – Series 28 Institutional
Prudential ICICI Fixed Maturity           Nil         Nil        122        77280.83
Plan – Series 30
Prudential ICICI Fixed Maturity           Nil         Nil        122        12088.92
Plan – Series 31
Prudential ICICI Fixed Maturity           Nil         Nil         Nil       68178.46
Plan – Series 32 – Plan A
Prudential ICICI Fixed Maturity           Nil         Nil         Nil       35838.59
Plan – Series 32 – Plan C
Prudential ICICI Fixed Maturity           Nil         Nil         Nil       30891.85
Plan – Series 32 –Plan B
Prudential ICICI Fixed Maturity           Nil         Nil         Nil        2302.63
Plan – Series 32 –Plan D
Prudential ICICI Fixed Maturity          809          Nil         Nil             Nil
Plan Half-Yearly series 1
Prudential ICICI Fixed Maturity          305          Nil         Nil             Nil
Plan Half-Yearly series 2
Prudential ICICI Fixed Maturity         1,944         Nil         Nil             Nil
Plan Quarterly series 1
Prudential ICICI Fixed Maturity         6,709         Nil         Nil             Nil
Plan Quarterly series 2
Prudential ICICI Fixed Maturity          270          Nil         Nil             Nil
Plan Quarterly series 3
Prudential ICICI Fixed Maturity         1,262      24,300         Nil             Nil
Plan Yearly series 1
Prudential ICICI Fixed Maturity           Nil     468,993         Nil        2607.24
Plan Yearly series 12
Prudential ICICI Fixed Maturity           Nil     100,771         Nil       28955.81
Plan Yearly series 12 –
Institutional Option



                                                                                        136
                                            F.Y.           F.Y.         F.Y.   April 1, 2006
                                       2003-2004      2004-2005    2005-2006              to
                                                                                October 31,
                                                                                        2006
Prudential ICICI Fixed Maturity              809             Nil         Nil             Nil
Plan Yearly series 2
Prudential ICICI Fixed Maturity          145,555             Nil         Nil             Nil
Plan Yearly series 3
Prudential ICICI Fixed Maturity               66             Nil         Nil             Nil
Plan Yearly series 4
Prudential ICICI Fixed Maturity           46,342         93,300          Nil       13045.93
Plan Yearly series 5
Prudential ICICI Fixed Maturity               Nil        21,506       17,154             Nil
Plan Yearly series 6
Prudential ICICI Fixed Maturity               Nil        12,610          Nil             Nil
Plan Yearly series 6 – Institutional
Option
Prudential ICICI Flexible Income        6,755,437   2,125,857.63     253,006        56661.2
Plan
Prudential ICICI Floating Rate           349,724      4,664,522    5,289,959    2338328.08
Plan
Prudential ICICI FMCG Fund               342,403      67,475.31      739,181     311614.49
Prudential ICICI Fusion Fund                  Nil           Nil      103,832     2883712.9
Prudential ICICI Gilt Fund –            5,051,182     3,127,133    1,527,409     411437.37
Investment
Prudential ICICI Gilt Fund –              67,126        151,169      183,267     192776.55
Treasury
Prudential ICICI Gilt Fund              1,893,378       623,790      559,290     243430.23
Investment Plan – PF Option
Prudential ICICI Gilt Fund               157,604        209,973      180,970       77688.42
Treasury – PF Option
Prudential ICICI Growth Plan            4,921,497   2,222,891.29   1,826,055    1596278.91
Prudential ICICI Hybrid Fixed                 Nil            Nil         Nil      212455.85
Maturity Plan
Prudential ICICI Income                  346,122        575,892    1,152,144     310598.76
Multiplier Fund
Prudential ICICI Income Plan           19,652,833     4,341,734    1,082,410      311949.78
Prudential ICICI Income Plan –                Nil       110,819          Nil       43017.01
Institutional Option
Prudential ICICI Index Fund               33,828             Nil      32,226       43244.77
Prudential ICICI Infrastructure               Nil            Nil 56,632,289    10102394.79
Fund
Prudential ICICI Liquid                       Nil            Nil   5,027,090     833761.61
Institutional Plus
Prudential ICICI Liquid Plan           14,253,329     5,385,319    6,043,235    1692045.04
Prudential ICICI Liquid Plan –                Nil    10,862,559          Nil     199388.47
Institutional Option
Prudential ICICI Liquid Super                 Nil            Nil         Nil    2295939.23
I i i l Pl

                                                                                               137
                                          F.Y.          F.Y.         F.Y.   April 1, 2006
                                     2003-2004     2004-2005    2005-2006              to
                                                                             October 31,
                                                                                     2006
Institutional Plan
Prudential ICICI Long Term                  Nil     1,073,757   3,316,102     844418.17
Floating Rate Plan
Prudential ICICI Long Term Plan            636           589      104,195             Nil
Prudential ICICI Moderate Plan        1,189,032       150,881      47,480       20186.44
Prudential ICICI Monthly Income       3,794,594     3,974,498   2,245,495     568872.71
Plan
Prudential ICICI Power               19,893,911 13,886,378.13   6,920,010    6968809.71
Prudential ICICI Services                   Nil           Nil   2,173,653    1815418.23
Industries Fund
Prudential ICICI Short Term Plan      8,976,641       825,812   2,077,474     398939.85
Prudential ICICI Short Term Plan            Nil       880,662         Nil     241997.89
– Institutional Option
Prudential ICICI Sweep Plan            831,586            Nil       3,595       22194.73
Prudential ICICI Tax Plan              317,554     692,570.09   8,608,194    2467501.79
Prudential ICICI Technology Fund    1,141,174     749,131.93      711,159     354300.61
Prudential ICICI Very Agressive     1,741,893         91,386       31,977       16067.85
Plan
Prudential ICICI Very Cautious        285,110       239,660        83,076       59456.31
Plan
ICICI Infotech Services Limited – Service Charges
ICICI Premier                       1,030,481            Nil          Nil             Nil
Prudential ICICI Balanced Fund         202,835      94,838.66         Nil            Nil
Prudential ICICI Discovery Fund                      2,270.82         Nil             Nil
Prudential ICICI Dynamic Plan          426,905     202,725.69         Nil             Nil
Prudential ICICI Flexible Income       483,577     132,305.83         Nil             Nil
Plan
Prudential ICICI Floating Rate           8,765     113,464.72         Nil             Nil
Plan
Prudential ICICI FMCG Fund              73,357      36,543.47         Nil             Nil
Prudential ICICI Child Care Plan –      67,493     100,344.93         Nil             Nil
Gift Option
Prudential ICICI Gilt fund –           112,830      50,661.05         Nil             Nil
Investment Option
Prudential ICICI Gilt Fund              12,916       9,356.83         Nil             Nil
Investment Plan – PF Option
Prudential ICICI Gilt Fund –            11,584      11,885.67         Nil             Nil
Treasury Option
Prudential ICICI Gilt Fund –            11,584       5,862.14         Nil             Nil
Treasury Option–PF Option



                                                                                            138
                                          F.Y.        F.Y.         F.Y.   April 1, 2006
                                     2003-2004   2004-2005    2005-2006              to
                                                                           October 31,
                                                                                   2006
Prudential ICICI Growth Plan           490,222   267,988.55         Nil             Nil
Prudential ICICI Income                    Nil   162,342.54         Nil             Nil
Multiplier Fund
Prudential ICICI Income Plan               Nil   947,307.36         Nil             Nil
Prudential ICICI Liquid Plan           683,225   608,337.90         Nil             Nil
Prudential ICICI Long Term Plan           523      2,746.06         Nil             Nil
Prudential ICICI Monthly Income        630,504   596,595.37         Nil             Nil
Plan
Prudential ICICI Power               1,182,127   804,016.71         Nil             Nil
ICICI Premier Redeemed                 376,805    25,922.52         Nil             Nil
Prudential ICICI Short Term Plan       233,911    74,132.94         Nil             Nil
Prudential ICICI Child Care Plan –      60,391    39,095.52         Nil            Nil
Study Plan
Prudential ICICI Tax Plan              231,565   271,738.07         Nil             Nil
Prudential ICICI Technology Fund       519,188   255,000.52         Nil             Nil
Prudential ICICI Fixed Maturity           190           Nil         Nil             Nil
Plan – Half Yearly
Prudential ICICI Fixed Maturity           552           Nil         Nil             Nil
Plan – Half Yearly 2
Prudential ICICI Fixed Maturity          1,216          Nil         Nil             Nil
Plan – Quarterly
Prudential ICICI Fixed Maturity           281           Nil         Nil             Nil
Plan – Quarterly Series 2
Prudential ICICI Fixed Maturity           467           Nil         Nil             Nil
Plan – Quarterly Series 3
Prudential ICICI Fixed Maturity           699           Nil         Nil             Nil
Plan – Yearly Series 3
Prudential ICICI Fixed Maturity           109           Nil         Nil             Nil
Plan – Yearly Series 4
Prudential ICICI Fixed Maturity           437           Nil         Nil             Nil
Plan – Yearly Series 6
Prudential ICICI Fixed Maturity            12           Nil         Nil             Nil
Plan – Yearly Series 7
Prudential ICICI Income Plan         1,809,367          Nil         Nil             Nil
Prudential ICICI Fixed Maturity           110           Nil         Nil             Nil
Plan – Deposit Plus NRI Series 6 –
Quarterly Plan
Prudential ICICI Flexible Income           56           Nil         Nil             Nil
Plus Plan
Prudential ICICI Fixed Maturity                     618.83          Nil             Nil
Pl Q         l S i 24

                                                                                          139
                                          F.Y.        F.Y.        F.Y.   April 1, 2006
                                     2003-2004   2004-2005   2005-2006              to
                                                                          October 31,
                                                                                  2006
Plan-Quarterly Series 24                  Nil
Prudential ICICI Fixed Maturity           247       112.35         Nil               Nil
Plan – Yearly Series 1
Prudential ICICI Fixed Maturity          3,946      151.86         Nil               Nil
Plan – Yearly Series 12
Prudential ICICI Fixed Maturity           972        32.98         Nil               Nil
Plan – Yearly Series 2
Prudential ICICI Fixed Maturity            Nil      259.89         Nil               Nil
Plan-Yearly Series 24
Prudential ICICI Fixed Maturity          2,199       48.60         Nil               Nil
Plan – Yearly Series 5
Prudential ICICI Agressive Plan            Nil   33,223.68         Nil               Nil
Prudential ICICI Cautious Plan             Nil   34,199.76         Nil               Nil
Prudential ICICI Moderate Plan                   34,421.13         Nil               Nil
                                           Nil
Prudential ICICI Very Aggressive           Nil  187,383.70         Nil               Nil
Plan
Prudential ICICI Very Cautious                   12,328.63         Nil               Nil
Plan                                    Nil
ICICI Brokerage Service Limited – Brokerage on secondary market transactions
Prudential ICICI Balanced Plan      133,467        762,989 1,047,893            446,637
Prudential ICICI Blended Plan –            Nil         Nil      61,489           37,566
Plan B
Prudential ICICI Blended Plan A            Nil         Nil     220,230          133,422
Prudential ICICI Child Care Plan –      42,294     163,412     103,311          104,743
Gift Plan
Prudential ICICI Child Care Plan –       4,200       1,917      14,397            6,360
Study Plan
Prudential ICICI Discovery Fund            Nil     678,319   1,640,708         1,791,322
Prudential ICICI Dynamic Plan          933,145     555,997   2,444,858         1,968,681
Prudential ICICI Emerging                  Nil     304,029     538,355          357,102
S.T.A.R. Fund
Prudential ICICI FMCG Fund              90,180      74,022     331,539          236,726
Prudential ICICI Fusion Fund               Nil         Nil     149,310          164,409
Prudential ICICI Growth Plan           800,418     725,906   1,439,160          385,183
Prudential ICICI Income                    Nil      46,684     207,255          236,698
Multiplier Plan
Prudential ICICI Infrastructure            Nil         Nil   4,847,831         1,210,777
Fund
Prudential ICICI Monthly Income        894,866     738,221     505,407          247,372
Plan


                                                                                           140
                                          F.Y.          F.Y.          F.Y.    April 1, 2006
                                     2003-2004     2004-2005     2005-2006               to
                                                                               October 31,
                                                                                       2006
Prudential ICICI Power               1,199,499      1,282,221    2,361,526       1,912,760
Prudential ICICI Services                  Nil             Nil     903,971          54,240
Industries Fund
Prudential ICICI Tax Plan               64,383         36,354      468,718         584,649
Prudential ICICI Technology Plan       131,250        387,399      100,194          96,912
ICICI Securities Ltd. (erstwhile ICICI Securities and Finance Co. Ltd.)
Prudential ICICI Growth Plan              409              15           Nil             Nil
Prudential ICICI FMCG Fund               3,690            566          855              Nil
Prudential ICICI Balanced Fund          80,076         72,177          391              Nil
Prudential ICICI Tax Plan                  48              25           40              Nil
Prudential ICICI Technology Fund        13,811         23,338        9,823              Nil
Prudential ICICI Power                     Nil             Nil          22              Nil
Prudential ICICI Child Care Plan –         Nil            349          149              Nil
Gift Plan
Prudential ICICI Dynamic Plan              Nil              4           10              Nil
Prudential ICICI Income Plan           489,647        378,844           18              Nil
Prudential ICICI Monthly Income          1,610          1,254          239              Nil
Plan
Prudential ICICI Liquid Plan            14,792         30,197       30,701              Nil
Prudential ICICI Gilt Fund –            89,250         37,663       12,469              Nil
Investment
Prudential ICICI Gilt Fund –               Nil             Nil       1,144              Nil
Treasury Investment Plan
Prudential ICICI Short Term Plan           Nil             Nil         143              Nil
Prudential ICICI Gilt Fund        54,000                7,572       17,140              Nil
Investment Plan– PF
Prudential ICICI Liquid Plan –       Nil               98,801          Nil              Nil
Institutional Option
Prudential ICICI Liquid Plan –       Nil                   Nil      25,497              Nil
Institutional Plus Option
Prudential ICICI Floating Rate       Nil               21,583       46,957              Nil
Plan
Prudential ICICI Fixed Maturity      Nil                6,205          Nil              Nil
Plan – Series 25 – Quarterly
Option
ICICI Web Trade Ltd. – Brokerage
Prudential ICICI Agressive Plan  107,480               31,686       67,261        45660.78
Prudential ICICI Balanced Fund         123,010        103,015      231,984      167121.66
Prudential ICICI Blended Plan –            Nil             Nil      46,908        14062.06
Plan A



                                                                                              141
                                         F.Y.        F.Y.        F.Y.   April 1, 2006
                                    2003-2004   2004-2005   2005-2006              to
                                                                         October 31,
                                                                                 2006
Prudential ICICI Blended Plan –           Nil         Nil      18,995        4271.96
Plan B
Prudential ICICI Cautious Plan          3,126       6,944       5,426        5474.09
Prudential ICICI Discovery Plan           Nil     393,245     683,992     428239.82
Prudential ICICI Dynamic Plan         222,863     101292      599,468     777365.72
Prudential ICICI Emerging                 Nil     519,226   1,507,325     1188966.7
S.T.A.R.
Prudential ICICI Fixed Maturity           Nil         Nil          5           32.38
Plan – Series 27 – Monthly Plan
Prudential ICICI Fixed Maturity           Nil         Nil       3,819             Nil
Plan – Series 28 – 16 Months Plan
Prudential ICICI Fixed Maturity           Nil         Nil         Nil         588.02
Plan – Yearly Series 5
Prudential ICICI Fixed Maturity           Nil         Nil         Nil           0.28
Plan –Series 28-4 Months
Prudential ICICI Flexible Income       19,992      12,243       9,011        2704.23
Plan
Prudential ICICI Floating Rate            Nil      27,972     108,315       81504.94
Plan
Prudential ICICI FMCG Fund             71,497      65,161   1,272,743     434865.64
Prudential ICICI Fusion Fund              Nil         Nil       7,604     175413.49
Prudential ICICI Gilt Investment       24,084       7715        2,626        1258.15
Prudential ICICI Gilt Treasury          4,109       4004        3,300        1708.86
Prudential ICICI Growth Plan          164,231     167,620     269,415     149395.55
Prudential ICICI Income                 9,905      13,158     146,838     129980.52
Multiplier Fund
Prudential ICICI Income Plan          133,875      29,367      30,581       21526.29
Prudential ICICI Infrastructure           Nil         Nil   4,089,369    1316972.39
Fund
Prudential ICICI Liquid Plan           54,016      99,228     182,593     119031.64
Prudential ICICI Liquid Plan –            Nil      40,105       8,337             Nil
Institutional Option
Prudential ICICI Liquid Plan –            Nil         Nil         Nil        2287.80
Institutional Option-Plus
Prudential ICICI Moderate Plan         48,414      16,814      17,245       10761.15
Prudential ICICI Monthly Income        54,933      32,105      37,956       41410.81
Plan
Prudential ICICI Power                389,141     199,823     353,286     431019.46
Prudential ICICI Services                 Nil         Nil     150,413     159196.51
Industries Fund
Prudential ICICI Short Term Plan       12,152      12,816      72,371        33280.3



                                                                                        142
                                          F.Y.        F.Y.        F.Y.   April 1, 2006
                                     2003-2004   2004-2005   2005-2006              to
                                                                          October 31,
                                                                                  2006
Prudential ICICI Tax Plan               54,802     205,137   2,442,972    1204794.39
Prudential ICICI Technology Plan       280,824     167,897     240,350     160603.94
Prudential ICICI Very Aggressive    153,655         69,192     108,854     108266.87
Plan
Prudential ICICI Very Cautious          374          1,513       2,652        3409.77
Plan
Way2Wealth Securities Pvt. Ltd. – Brokerage
Prudential ICICI Agressive Plan      68,075         16,786       4,750        2173.78
Prudential ICICI Balanced Fund          53,462     157,923     100,755       72489.32
Prudential ICICI Blended Plan –            Nil         Nil       9,231
Plan A                                                                         1411.5
Prudential ICICI Blended Plan –            Nil         Nil       1,609
Plan B                                                                        1440.59
Prudential ICICI Cautious Plan          44,693      90,797       7,302        1770.71
Prudential ICICI Child Care Plan –      33,307      45,117      71,595
Gift Plan                                                                    43106.87
Prudential ICICI Child Care Plan –      31,800      34,364      26,284
Study Plan                                                                   12196.24
Prudential ICICI Discovery Plan            Nil     648.989     547,056     241800.76
Prudential ICICI Dynamic Plan          186,391     235,528     364,765     177697.29
Prudential ICICI Emerging Star             Nil     435,476     380,804     329223.32
Prudential ICICI Fixed Maturity          1,611         Nil         Nil             Nil
Plan – Quarterly I
Prudential ICICI Fixed Maturity            21          Nil         Nil             Nil
Plan – Quarterly II
Prudential ICICI Fixed Maturity            Nil        125          Nil             Nil
Plan – Series 24 – Quarterly Plan
Prudential ICICI Fixed Maturity            Nil         Nil         Nil        2060.92
Plan – Series 24 – Yearly Plan
Prudential ICICI Fixed Maturity            Nil         Nil       2,968         3110.2
Plan – Series 25 – Yearly Plan
Prudential ICICI Fixed Maturity            Nil         Nil        249              Nil
Plan – Series 28
Prudential ICICI Fixed Maturity            Nil         Nil      30,257      -13478.88
Plan – Series 28 – Institutional
Plan
Prudential ICICI Fixed Maturity            Nil         Nil         Nil       25302.92
Plan – Series 30
Prudential ICICI Fixed Maturity            Nil       2,516        125              Nil
Plan – Yearly Series 12
Prudential ICICI Fixed Maturity            Nil        400          Nil             Nil
Plan – Yearly series 6




                                                                                         143
                                          F.Y.        F.Y.        F.Y.   April 1, 2006
                                     2003-2004   2004-2005   2005-2006              to
                                                                          October 31,
                                                                                  2006
Prudential ICICI Hybrid Fixed              Nil         Nil         Nil          46.77
Maturity Plan
Prudential ICICI Fixed Maturity            Nil         Nil         Nil          74.58
Plan – Yearly series 32 -3 Months
Plan- C
Prudential ICICI Fixed Maturity            Nil         Nil         Nil         171.59
Plan – Yearly series 32 -3 Months
Plan- D
Prudential ICICI Flexible Income       930,438     109,030       5,914        2183.32
Plan
Prudential ICICI Floating Rate          64,734     224,269      30,036        8728.41
Plan
Prudential ICICI FMCG Fund               4,412       7,166      27,157       34110.94
Prudential ICICI Fusion Fund               Nil         Nil        683        18585.89
Prudential ICICI Gilt Fund               7,075         39       14,474        7856.61
Treasury Plan – PF Option
Prudential ICICI Gilt Investment       449,987     400,147     137,818        5595.32
Prudential ICICI Gilt Investment –         Nil       4,670       4,257        2282.11
PF
Prudential ICICI Gilt Treasury           8,058       5,030       4,955        2672.48
Prudential ICICI Growth Plan           183,048     165,071     103,755       64029.47
Prudential ICICI Income                142,919      62,779      61,152       22344.63
Multiplier Fund
Prudential ICICI Income Plan         1,115,698     316,945     119,328       27507.32
Prudential ICICI Index Fund              1,161         Nil       1,740        1466.77
Prudential ICICI Infrastructure            Nil         Nil     904,235     204020.36
Fund
Prudential ICICI Liquid Plan           256,382     123,568      71,848        80709.8
Prudential ICICI Liquid Plan –             Nil      33,188       6,545       12803.15
Institutional Option
Prudential ICICI Liquid Super              Nil         Nil         Nil        11049.9
Institutional Plan
Prudential ICICI Long Term                 Nil       9,650      14,317          57.25
Floating Rate Plan
Prudential ICICI Moderate Plan         129,366      29,563       8,985        3184.86
Prudential ICICI Monthly Income        433,742     272,730     116,307       61364.47
Plan
Prudential ICICI Power               1,653,262     639,208     166,147     151234.42
Prudential ICICI Services                  Nil         Nil      21,978       30795.04
Industries Fund
Prudential ICICI Short Term Plan     14,21,883     102,357      90,442        5335.32




                                                                                         144
                                            F.Y.             F.Y.          F.Y.          April 1, 2006
                                       2003-2004        2004-2005     2005-2006                     to
                                                                                          October 31,
                                                                                                  2006
 Prudential ICICI Short Term Plan             Nil           31,585           Nil                   Nil
 – Institutional Option
 Prudential ICICI Sweep Plan                  Nil              Nil          Nil                186.39
 Prudential ICICI Tax Plan                 31,402           57,442      450,826            193392.86
 Prudential ICICI Technology Plan          73,652         140,889        70,903              36690.73
 Prudential ICICI Very Agressive           18,578            5,876        1,677               1161.42
 Plan
 Prudential ICICI Very Cautious            39,866           19,732          955                 99.86
 Plan
The percentage of brokerage paid to ICICI Brokerage Services Limited (IBSL) was @0.26% and for
ICICI Web Trade Ltd. @0.15% of transaction value and the same was in line with the norms relating to
brokerage payments for secondary market transactions of the Fund. The total business given to IBSL
amounted to Rs. 15,603.41 lakhs, Rs. 31,943 lakhs and Rs. 92,575 laksh during the year 2003-2004,
2004-2005 and 2005-2006 respectively. From the period April 1, 2006 to October 31, 2006 the total
business given to IBSL amounted to Rs. 57,546 lakhs. Further, IBSL was paid a sum of Rs. 307,712 in
connection with the rollover of ICICI Premier scheme towards service charges, in the year 1998-99.


Underwriting obligations with respect to issues of Associate Companies:
The AMC has, till date, not entered into any underwriting contracts in respect of any public issue made by
any of its associate companies.

Subscription in issues lead managed by ICICI Securities Ltd. [erstwhile ICICI Securities & Finance
Company Limited (I-Sec)]
 ICICI Securities Ltd. (erstwhile    F.Y 2003-     F.Y. 2004-      F.Y. 2005-        April 1,
 ICICI Securities and Finance             2004           2005          2006**         2006 to
 Co. Ltd.)                                                                       October 31,
                                                                                         2006
 Prudential ICICI Power                 *41,080,800    240,827,754      472,038,034          35,627,980


 Prudential ICICI Liquid Plan                    Nil   750,000,000                 Nil               Nil
 Prudential ICICI Growth Plan           *47,483,650    161,791,526       34,390,937           9,974,440
 Prudential ICICI Tax Plan               *2,187,500      10,312,874      33,441,780           2,136,200
 Prudential ICICI Child Care Plan –              Nil     28,922,878      16,564,696           2,492,580
 Gift Plan
 Prudential ICICI Child Care Plan –              Nil      5,704,228       4,017,449             818,500
 Study Plan
 Prudential ICICI Monthly Income *21,828,505           430,256,768       35,128,784          13,032,760
 Plan
 Prudential ICICI Balanced Fund         *12,968,855     75,974,024       71,225,852          11,288,980
 Prudential ICICI Dynamic Plan          *11,610,665      57,794,214     141,085,626          27,529,560



                                                                                                           145
ICICI Securities Ltd. (erstwhile         F.Y 2003-     F.Y. 2004-     F.Y. 2005-        April 1,
ICICI Securities and Finance                  2004           2005        2006**          2006 to
Co. Ltd.)                                                                            October 31,
                                                                                           2006
 Prudential ICICI Technology Fund                Nil     6,613,818      1,049,760             Nil


 Prudential ICICI Income Multiplier        3,932,175   126,604,402     33,087,034       7,444,540
 Fund
 Prudential ICICI Discovery Fund                 Nil    35,137,272    369,817,593      32,468,020
 Prudential ICICI Flexible Income                Nil   250,000,000             Nil            Nil
 Plan
 Prudential ICICI Floating Rate Plan             Nil   250,000,000             Nil            Nil
 Prudential ICICI Short Term Plan                Nil   250,000,000             Nil            Nil
 Prudential ICICI Long Term Plan                 Nil   150,000,000             Nil            Nil
 Prudential    ICICI       Emerging              Nil   22,932,282      44,959,476      19,783,980
 S.T.A.R. Fund
 Prudential   ICICI     Infrastructure           Nil           Nil    278,952,608      42,962,340
 Fund
 Prudential ICICI Services Industries            Nil           Nil    170,418,405             Nil
 Fund
 Prudential ICICI MIP                            Nil           Nil     52,825,249             Nil
 Prudential ICICI Blended Plan -                 Nil           Nil     57,267,107      22,773,440
 Plan A
 Prudential ICICI Fusion Fund                    Nil           Nil             Nil     14,914,140
 Prudential ICICI FMCG                           Nil           Nil      5,722,798             Nil
 TOTAL                                   141,092,150 2,852,872,040 1,821,993,188     243,247,460

** Includes primary market applications pending allotment

During the period April 1, 2004 to October 31, 2006 no subscription was made in issues lead managed by
its Associates:

*   Includes Prudential ICICI Mutual Fund’s subscription to the issue of Maruti Udyog Ltd. through JM
    Morgan Stanley Securities Pvt. Ltd. This declaration has been made as a matter of disclosure to the
    investors.

The above investments were considered sound. Before making an investment, AMC evaluated the same
on merits and on arms’ length basis and in accordance with the objectives of the scheme.


Dealings with Associate Companies

The AMC may, from time to time, for the purpose of conducting its normal business, use the services of
the Sponsor, subsidiaries of its Sponsors/ associate companies of AMC. Such entities as on the date of
this document include ICICI Bank, a scheduled commercial bank, ICICI Infotech Services Limited, a



                                                                                                    146
registrar and transfer agent; ICICI Brokerage Services Limited, a brokerage house, ICICI Venture Funds
Management Company Limited, a venture funds management company, ICICI Securities and Finance
Company Limited (I Sec), an investment bank, ICICI Prudential Life Insurance Company Limited
carrying out insurance business, ICICI Web Trade Limited an online brokerage firm and Way2Wealth
Securities Private Limited. The AMC may utilize the services of these group companies and any other
subsidiary or associate company of the Sponsors/AMC established or to be established at a later date in
case such an associate company is in a position to provide the requisite services to the AMC. The AMC
will conduct its business with the aforesaid companies on commercial terms and on an arm’s length basis
and at the then prevailing market rates to the extent permitted under the applicable laws including the
Regulations, after an evaluation of the competitiveness of the pricing offered by the associate companies
and the services to be provided by them.
Associate transactions, if any carried out, will be as per the Regulations and the limits prescribed there
under. The Regulations currently prescribe the following limits:
The mutual fund scheme shall not make any investment in;
1. any unlisted security of an associate or group company of the Sponsor; or
2. any security issued by way of private placement by an associate or group company of the Sponsor; or
3. the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of
   such scheme.
The above restrictions and limits are also applicable to this Scheme. The AMC will, before investing in
the securities of the group companies of the sponsor, evaluate such investments, the criteria for the
evaluation being the same as is applied to other similar investments to be made under the Scheme.
Investments under the Scheme in the securities of the group companies will be subject to the limits under
the Regulations.

    C) Details of investments in companies that hold more than 5% of NAV of Schemes managed
       by the AMC, as on October 31, 2006

                                              HCL Technologies Limited
        Equity
        Scheme Name                                Units            Value                % to Nav
        Prudential ICICI Index Fund                        1319              820,880                1.04%


                                                 Hero Honda Limited
        Equity
        Scheme Name                               Units             Value                % to Nav
        Prudential ICICI Blended Plan – Plan A             2400             1,818,960               0.02%
        Prudential ICICI Index Fund                         808              612,383                0.77%
        Prudential ICICI Spice Fund                         125               94,519                0.90%
                                               Hero Motors Limited
        Debt/Bonds
        Scheme Name                               Units             Value                % to Nav
        Prudential ICICI Floating Rate Plan                   170           170000000                0.79%
        Prudential ICICI Liquid Plan                           50           50,000,000               0.04%




                                                                                                            147
Prudential ICICI Long term Floating Rate
Plan                                                  100          100,000,000                     3.41%
                                    Hindalco Industries Limited
Equity
Scheme Name                                 Units                Value                  % to Nav
Prudential ICICI Balanced Fund                         498215              94,038,081              1.97%
Prudential ICICI Blended Plan – plan A                2130920             402,211,150              4.87%
Prudential ICICI Blended Plan –Plan B                  100485              18,966,544              1.26%
Prudential ICICI - Discovery Fund                     1000000             188,750,000              1.50%
Prudential ICICI Dynamic Plan                         1000000             188,750,000              1.39%
Prudential ICICI Growth Plan                           683211        4,248,790,216                 3.04%
Prudential ICICI Index Fund                              4691              874434.25               1.10%
Prudential ICICI Spice Fund                              1146              205716.95               1.96%
Prudential ICICI Infrastructure Fund                  1237327             174,153,775              1.24%
Prudential ICICI Power                                3871898             730,820,748              4.91%
Debt/ Bonds
Prudential ICICI Fixed Maturity Plan
Series. 28 - 16 Months Plan                                 19            187,936,955              13.28%
Prudential ICICI Fixed Maturity Plan
Yearly Series 25- 15 Months Plan                            30             299030945                11.86
Prudential ICICI Monthly Income Plan                        10             98,914,187              1.44%
Prudential ICICI Income Multiplier Plan
                                                            21            207,719,792              4.36%



                                       Hindustan Lever Limited
Equity
Scheme Name                                   Units              Value                % to Nav


Prudential ICICI Blended Plan – Plan A                  56000            13,084,400                0.16%
Prudential ICICI Dynamic Plan                          175000            40,888,750                0.30%
Prudential ICICI FMCG Fund                             245000            57,244,250                5.61%
Prudential ICICI Growth Plan                           620813        145,052,957                   3.41%
Prudential ICICI Index Fund                              8914             2,082,756                2.63%
Prudential ICICI Spice Fund                              1382              322,835                 3.08%


                                         ICICI Bank Limited
Equity
Scheme Name                                   Units              Value                % to Nav
Prudential ICICI Balanced Fund                         135041        104,947,113                   2.20%



                                                                                                       148
Prudential ICICI Dynamic Plan                      29400    22,848,210     0.17%
Prudential ICICI -Child Care Gift Plan             20000    15,543,000     1.62%
Prudential ICICI Growth Plan                      119759    93,070,707     2.19%
Prudential ICICI Income Multiplier Fund            65200    50,670,180      1.06%
Prudential ICICI Index Fund                         3608     2,803,957     3.54%
Prudential ICICI Infrastructure Fund              200000   155,430,000     1.11%
Prudential ICICI – Monthly Income Plan             67800    52,690,770     0.77%
Prudential ICICI Power                            200000   155,430,000     1.04%
Prudential ICICI Services Industries Fund         178919   139,046,901     3.79%
Prudential ICICI Spice Fund                         1119      869,295      8.30%
Debt/ Bonds
Prudential ICICI Fixed Maturity Plan - Series
28                                              13450000   1,345,000,000   19.39%
Prudential ICICI Fixed Maturity Plan Series
32 - 3 months Plan- Plan C                      14500000   1,450,000,000   19.65%
Prudential ICICI Fixed Maturity Plan Series
32 - 3 months Plan - D                          17000000   1,700,000,000   19.28%
Prudential ICICI Fixed Maturity Plan Series
32 - 3 months Plan Yearly Series 25- 15
months plan                                       650000      65,000,000   2.58%
Prudential ICICI Hybrid Fixed Maturity Plan
–13 Months Plan                                 15000000   1,500,000,000   18.74%
Prudential ICICI Infrastructure Fund             1345000    134,500,000    0.96%
Prudential ICICI Long term Floating Rate
Plan                                             3810000    429,928,264    14.67%
Prudential ICICI Services Industries Fund          80000       8,000,000   0.22%
Prudential ICICI - Discovery Fund                 435000      43,500,000   0.35%
Prudential ICICI – Monthly Income Plan           1152000    115,200,000    1.67%
Prudential ICICI Balanced Fund                   1650000    165,000,000    3.46%
Prudential ICICI Blended Plan – Plan A          13322000   1,332,200,000   16.12%
Prudential ICICI Blended Plan -Plan B            1415000    141,500,000    9.39%
Prudential ICICI -Child Care Gift Plan            232000      23,200,000   2.42%
Prudential ICICI Dynamic Plan                    1850000    185,000,000    1.36%
Prudential ICICI Emerging S.T.A.R.                770000      77,000,000   0.71%
Prudential ICICI Flexible Income Plan            1600000    160,000,000    9.72%
Prudential ICICI Floating Rate Plan             30190000   3,019,000,000   14.09%
Prudential ICICI FMCG Fund                        100000      10,000,000   0.98%
Prudential ICICI Fusion Fund                      880000      88,000,000   1.35%
Prudential ICICI Growth Plan                      595000      59,500,000   1.40%
Prudential ICICI Income Multiplier               1271000     127,100,000    2.67%



                                                                               149
Prudential ICICI Liquid Plan                        182330000      18,233,000,000               14.12%
Prudential ICICI Power                                2198000           219,800,000             1.48%
Prudential ICICI Short Term Plan                      7070000           707,000,000             7.35%
Prudential ICICI Sweep Plan                           1615000            161500000              8.46%


                               INDIA NIPPON ELECTRICALS LTD
Equity
Scheme Name                                 Units               Value                % to Nav
Prudential ICICI Discovery Fund                        472727       105,039,939                 0.83%
                            Indian Petrochemicals Corporation Limited
Equity
Scheme Name                                 Units               Value                % to Nav
Prudential ICICI Blended Plan – Plan A               1240800        361,320,960                 4.37%
Prudential ICICI Index Fund                              950              276,640               0.35%
                                          ITC Limited
Equity
Scheme Name                                 Units               Value                % to Nav
Prudential ICICI Balanced Fund                         731853       139,052,070                 2.91%
Prudential ICICI Dynamic Plan                         4203646       798,692,740                 5.86%
Prudential ICICI FMCG Fund                            449220            85,351,800              8.36%
Prudential ICICI Fusion Fund                         1100000        209,000,000                 3.21%
Prudential ICICI -Child Care Gift                       87770           16,676,300              1.74%
Prudential ICICI Growth Plan                           645599       122,663,810                 2.89%
Prudential ICICI Index Fund                             15196            2,887,240              3.65%
Prudential ICICI – Monthly Income Plan                 216175           41,073,250              0.60%
Prudential ICICI Power                                5000000       950,000,000                 6.38%
Prudential ICICI Spice Fund                              3294             625,366               5.97%
Prudential ICICI Tax Plan                             1300000       247,000,000                 4.51%


                                 JET AIRWAYS INDIA LIMITED
Equity
Scheme Name                                 Units               Value                % to Nav
Prudential ICICI Index Fund                               353             210,300               0.27%


                                    Larsen & Toubro Limited
Equity
Scheme Name                                 Units               Value                % to Nav
Prudential ICICI Balanced Fund                          76128           99,895,162              2.09%
Prudential ICICI Blended Plan - Plan A                 200800       263,489,760                 3.19%


                                                                                                    150
Prudential ICICI -Child Care Gift Plan                     7000             9,185,400              0.96%
Prudential ICICI Growth Plan                             126900        166,518,180                 3.92%
Prudential ICICI Index Fund                                1133             1,486,723              1.88%
Prudential ICICI – Monthly Income Plan                    24000            31,492,800              0.46%
Prudential ICICI Services Industries Fund                 56526            74,173,417              2.02%
Prudential ICICI Spice Fund                                  315             413,532               3.95%
Prudential ICICI-Child Care Study Plan                     3000             3,936,600              1.37%
Debt/Bonds
Prudential ICICI Fixed Maturity Plan – Series
32 – 3 months Plan C                                         35        350,000,000                 4.74%
Prudential ICICI Fixed Maturity Plan -Series
32 - months Plan D                                      1500000        150,000,000                 1.70%


                                 Mahindra & Mahindra Limited
Equity
Scheme Name                                     Units              Value                % to Nav
Prudential ICICI Balanced Fund                           170011        132,940,101                 2.79%
Prudential ICICI Dynamic Plan                            528000        412,869,600                 3.03%
Prudential ICICI -Child Care Gift Plan                    46412            36,291,863              3.79%
Prudential ICICI Growth Plan                             181919        142,251,562                 3.35%
Prudential ICICI Income Multiplier Plan                   75008            58,652,506              1.23%
Prudential ICICI Index Fund                                  983             768,657               0.97%
Prudential ICICI – Monthly Income Plan                    65000            50,826,750              0.74%
Prudential ICICI Power                                   700000        547,365,000                 3.68%



                                         Maruti Udyog Limited
Equity
Scheme Name                                     Units              Value                % to Nav
Prudential ICICI Balanced Fund                           146500        141,812,000                 2.97%
Prudential ICICI Dynamic Plan                            275000        266,200,000                 1.95%
Prudential ICICI Growth Plan                             121705        117,810,440                 2.77%
Prudential ICICI Index Fund                                1164             1,126,752              1.42%
Prudential ICICI Power                                   408333        395,266,344                 2.66%
Prudential ICICI Spice Fund                                  144             139,471               1.33%
                                           Thermax Limited
Equity
Scheme Name                                     Units              Value                % to Nav
Prudential ICICI Emerging S.T.A.R. Fund                  270097            85,013,031              0.79%



                                                                                                      151
Prudential ICICI -Child Care Gift Plan               90000              28,327,500              2.96%
Prudential ICICI Power                             1294900          407,569,775                 2.74%


                                         Wipro Limited
Equity
Scheme Name                                Units                Value                % to Nav
Prudential ICICI Index Fund                              5806            3,125,370              3.95%
Prudential ICICI Spice Fund                               359             193,196               1.84%




                                                                                                   152
                           D) PENALTIES & PENDING LITIGATIONS

I.     CASES OF PENALTIES AWARDED BY SEBI UNDER THE SEBI ACT OR ANY OF ITS
       REGULATIONS OR ANY OTHER REGULATORY BODY AGAINST THE SPONSOR OF THE
       MUTUAL FUND OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY
       SUCH AS THE ASSET MANAGEMENT COMPANY, TRUSTEE COMPANY/BOARD OF
       TRUSTEES, OR ANY OF THE DIRECTORS OR KEY PERSONNEL OF THE ASSET
       MANAGEMENT COMPANY AND TRUSTEE COMPANY:


ICICI Bank: Nil


Prudential Plc. & its associates:


Date            Company             Description of Sanction
27 January Prudential               PPEPL was reprimanded and fined £75,000 by IMRO
1997       Personal Equity          for breaches of IMRO rules relating to its PEP business:
           Plans      Limited       - failed to carry out reconciliations and corrections of
           (PPEPL)                  PEP             client          money          accounts
                                    - failed to notify IMRO that these had not been done
                                    - failed to have adequate compliance arrangements in
                                    specific areas of its business.
April 1999      M&G Financial       Following a regular Inland Revenue PEP audit,
                Services Limited    M&GFSL have reached agreement to pay the following:
                (M&GFSL)            -     missing      application      forms      -     £550
                                    - incorrect handling of void PEPs - £3,250
                                    - accepting "paid for" as well as "free" shares during the
                                    take-on of Norwich Union windfall shares - £600 plus
                                    repayment of any wrongly claimed tax credits.
29 October The    Prudential        PAC was fined £650,000 by PIA for failures in its
2001       Assurance                pensions review procedures relating specifically to
           Company Limited          delays in making payments of redress to supplement
           (PAC)                    pension policy benefits of those who had retired and
                                    beneficiaries of those who had died; and its record-
                                    keeping.
6    March Scottish Amicable        SAL was fined £750,000 by the FSA in respect of sales
2003       Life plc (SAL)           of mortgage endowments by its tied agents in 2000.
                                    Advisers did not place appropriate emphasis on
                                    identifying whether customers were prepared to take the
                                    risk that the endowment might not perform well enough
                                    to pay off the mortgage.
NB: Some fines and cost orders of $1000 and below made by State Insurance Departments in the US are
excluded from the above




                                                                                                 153
Associates of ICICI Bank
ICICI Securities Limited (ICICI Securities)
1. ICICI Securities was awarded two penalty points by SEBI for non-submission of the Letter of Offer
   in the Rights issues of Siroplast Limited and Thane Electricity Company Limited during 1995 and
   one penalty point for non-submission of post-issue report in the public issue for Shree Rajasthan
   Texchem Limited.
2. Two warning letters were issued by SEBI on October 2, 1998 in the public issue of Hindustan Motors
   Limited and on July 11, 2000 in the public issue of Cadilla Healthcare Limited respectively.
ICICI Brokerage Services Limited (ICICI brokerage)
1. The NSE had, in its letter dated November 26, 2002 reference no NSE/INSP/ACT/2001-02/31487,
   reprimanded ICICI Brokerage and levied a penalty of Rs. 30,000/- subsequent to an inspection done
   by it. The penalty was with respect to the purported violations of short sales (three instances on
   March 9, 2001 and one instance on March 12, 2001) and the transfer of client shares to own account
   (12 instances during February-March 2001). However, ICICI Brokerage had made a representation to
   NSE requesting a waiver of the penalties, since these arose from genuine technical difficulties in the
   internet trading systems of ICICI Web Trade Limited, which had been using ICICI Brokerage to
   execute the trades on NSE. ICICI Brokerage had therefore requested NSE for a review of the penalty
   and submitted all necessary documents in support of this. NSE accepted ICICI Brokerage’s
   representation and waived the above penalty.
2. SEBI had issued a show cause notice to ICICI Brokerage with regard to the agency business done on
   behalf of one of its clients in the shares of Global Trust Bank. ICICI Brokerage replied to the show
   cause notice denying the allegations and findings of SEBI. Thereafter, SEBI granted a personal
   hearing on November 24, 2003. Subsequent to the hearing, SEBI vide its letter dated February 5,
   2004 issued a show cause notice to ICICI Brokerage as to why the penalty of suspension of
   registration of ICICI Brokerage Services Limited for a period of four months as recommended by the
   enquiry officer should not be imposed. ICICI Brokerage had vide its letter dated February 23, 2004
   submitted its reply to the said show cause notice denying all the allegations and the findings of the
   enquiry officer and that the charges against ICICI Brokerage stated in the show cause notice of
   February 5, 2004 be accordingly withdrawn. Further, ICICI Brokerage was granted a personal hearing
   before the Chairman, SEBI on March 18, 2004 wherein ICICI Brokerage was represented by its legal
   counsels. ICICI Brokerage re-iterated that it denied the allegations and findings of SEBI as stated in
   their show cause notice and also that the findings of SEBI were based merely on inferences and
   surmises without any proof of guilt or market manipulation part of ICICI Brokerage. A written
   submission of the arguments presented at the personal hearing was also forwarded to SEBI. The
   Chairman, SEBI vide order dated September 9, 2004 discharged ICICI Brokerage from the
   proceedings in the said matter.
3. As per normal practise, the BSE/NSE and SEBI from time to time conduct inspections of its
   member/registered brokers. Accordingly, a regular inspection was conducted by SEBI of ICICI
   Brokerage’s books for the period April, 2001 to March, 2003. The inspection report had brought out
   certain irregularities such as difference of trade details in under separate accounts maintained by us;
   PAN not being quoted on contract notes in some cases and non-segregation of clients and our own
   funds. In this regard SEBI has vide its letter dated March 23, 2004 advised ICICI Brokerage to rectify
   the irregularities and warned it not to repeat the same in future.
4. The NSE levied a penalty of Rs. 1,22,500/- on ICICI Brokerage for delayed submission of the ‘WDM
   segment’ Annual Compliance Report for 2002-2003. Whilst the fine has been debited, ICICI
   Brokerage has replied to the NSE stating its factual position and requested a reversal of the above
   penalty. The NSE thereafter placed the matter before its Disciplinary Action Committee, which has
   reduced the penalty to Rs. 1 lakh. ICICI Brokerage has sought a review of the said penalty. Upon



                                                                                                      154
    review, NSE vide letter dated February 15, 2005 has absolved ICICI Brokerage of the iregularity and
    has waived the penalty.


ICICI venture Funds Management Company Limited (ICICI Venture)
1. ICICI Equity Fund (the “Fund”), a fund managed by the ICICI Venture was originally registered with
   the SEBI as a Venture Capital Fund under the SEBI (Venture Capital Funds) Regulations, 1996
   (hereinafter the “Regulations”). The Fund de-registered from SEBI in the year 2002. In this process,
   the Fund first amended its Private Placement Memorandum (PPM) and pursued investment objectives
   permitted under the amended PPM before completing the de-registration formalities. During the
   course of its investment activity, the Fund invested in certain securities, which were in excess of the
   limitations and restrictions imposed by the then prevailing Regulations. SEBI was of the view that the
   Fund should have completed the de-registration formalities before pursuing investments in the
   aforesaid securities. The Fund suo moto communicated these developments to SEBI and initiated a
   dialogue to conclude and regularize this matter. Upon consideration of the voluntary disclosures and
   representations made by ICICI Venture, SEBI vide its letter dated January 9, 2003 communicated that
   the above procedural lapse had been viewed seriously and advised ICICI Venture to take due care in
   future and improve its compliance mechanisms and standards to avoid recurrence of such incidents.
2. SEBI, Madras had issued a show cause notice dated May 31, 2002 to ICICI Venture alleging
   contravention of sub-Regulation 1 and sub-regulation 3 of Regulation 6 (for the year 1997) and sub-
   regulation 1 and sub-regulation 2 of Regulation 8 (for the years 1998, 1999, 2000 and 2001) of the
   Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
   Regulation, 1997 for failure/delay in making the disclosure of its shareholding in Vimta Labs
   Limited. Adjudication proceedings were held. Based on the submissions made by ICICI Venture,
   SEBI vide order dated November 1, 2002 exonerated ICICI Venture from liability.
ICICI Investment Management Company Limited (ICICI Investment Management)
1. ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a
   mutual fund registered with the SEBI. SEBI had issued on May 22, 2000, a warning letter to ICICI
   Investment Management Limited for the lack of due diligence while submitting the offer document
   for ICICI CBO Fund.


AMC: Nil


The Trustee: Nil


II. ANY PENDING MATERIAL LITIGATION PROCEEDINGS INCIDENTAL TO THE BUSINESS OF
    THE MUTUAL FUND TO WHICH THE SPONSOR OF THE MUTUAL FUND OR ANY COMPANY
    ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH AS THE AMC, BOARD OF
    TRUSTEES/TRUSTEE COMPANY OR ANY OF THE DIRECTORS OR KEY PERSONNEL IS A
    PARTY. ANY PENDING CRIMINAL CASES OR ECONOMIC OFFENCE CASES AGAINST THE
    SPONSOR OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH AS
    AMC, BOARD OF TRUSTEES/TRUSTEE COMPANY OR ANY OF THE DIRECTORS OR KEY
    PERSONNEL.

Criminal Cases Against ICICI Bank and / or its Directors
1. A criminal complaint (614 of 2001) was filed before the 4th Additional Chief Metropolitan
   Magistrate, Bangalore against ICICI Bank by Pelicorp Limited upon termination of the Direct Selling



                                                                                                      155
     Agent Agreement between itself and ICICI Bank pursuant to certain RBI guidelines. ICICI Bank filed
     a criminal petition for quashing the complaint in the Karnataka High Court, which has granted interim
     stay in the matter. The matter is pending disposal.
2.   A criminal complaint (1648 of 2001) was filed against ICICI Bank by Rajiv Aggarwal before the
     Chief Judicial Magistrate, Jaipur for wrongful dishonour of cheques. ICICI Bank has filed a revision
     petition in the High Court at Jaipur for quashing the order passed by the lower court. The High Court
     has stayed the proceedings of the lower court. Final arguments in the revision are yet to take place.
3.   A criminal complaint (353 of 2003) was filed before the Additional Chief Metropolitan Magistrate,
     New Delhi by Mr. Anoop G. Chaudhury against ICICI Bank’s Managing Director & Chief Executive
     Officer Shri K.V.Kamath, for sale of a vehicle, which had been involved in an accident. The
     investigation officer has filed the investigation report in the Court. The matter is pending hearing.
4.   A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath M.D.
     and CEO before the Court of the Chief Metropolitan Magistrate, Patiala House, New Delhi by Mr. M.
     M. Sehgal, the promoter of Sehgal Papers Limited (SPL). ICICI as part of a consortium of lenders led
     with IFCI Limited as lead institution had extended financial assistance to SPL. No summons has been
     issued to ICICI so far. Only a copy of the complaint filed by the Complainant has been served on
     ICICI.
5.   Five criminal complaints (9419/S/2002 to 9423/S/2002) were filed against ICICI Bank before the
     39th Court of Presidency Metropolitan Magistrate at Mumbai by the Municipal Corporation of
     Greater Mumbai (BMC) for violation of Section 471 of the BMC Act read with Section 328-A
     thereof on grounds of non-payment of licence fees for the illuminated signboards at its ATM centres.
     ICICI Bank filed a writ petition (2377 of 2002) in the Bombay High Court challenging the
     applicability of the provisions of Sections 328 & 328-A of the BMC Act in respect of the ATM
     centres. The writ petition was dismissed. In appeal, ICICI Bank filed an SLP (24215 of 2002) in the
     Supreme Court. The Supreme Court has granted a stay against all prosecutions and proceedings by
     BMC in this regard. The Metropolitan Magistrate stayed the proceedings before it till the final
     disposal of SLP.

   Further, the BMC has also filed two similar complaints (88/M/2003 and 89/M/2003) before the 27th
   Court of Presidency Metropolitan Magistrate at Mumbai, against ICICI Bank. ICICI Bank submitted
   a copy of the Supreme Court’s order to the Magistrate. The matter is pending disposal.
6. A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited
   (ICICI HFC) and also against some of ICICI Bank’s Directors before the Metropolitan Magistrate’s
   26th Court at Borivli, Mumbai, by Ms. Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and
   non-return of title deeds. The complaint has been subsequently withdrawn against certain directors
   and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana Morparia. An application for discharge
   of the Directors has been filed in the trial court, which is pending disposal.
7. A complaint (752 of 1997) was filed against 3i Infotech Services Ltd (erstwhile ICICI Infotech
   Services Limited) in the Consumer Redressal Forum, Hyderabad District, by a shareholder of ICICI,
   Shri. M.P.Jain regarding transfer of five shares inspite of a stop transfer request having been made by
   him which has since been disposed off. A crime number 152 of 2001 was also filed against ICICI and
   3i Infotech Ltd (erstwhile ICICI Infotech Limited) before the XI Metropolitan Magistrate,
   Secunderabad by the shareholder. The Magistrate has referred the matter to Marredpally Police
   Station, Secunderabad for investigation. ICICI filed a petition in the Andhra Pradesh High Court for
   quashing the criminal complaint filed before the XI Metropolitan Magistrate, Secunderabad and the
   High Court has granted a stay on the investigations being undertaken by the police department till
   further orders.
8. A criminal complaint was filed before the Judicial Magistrate First Class, Bhiwandi by Shri Sheikh
   Mohd. Khalid Munnavar a car insurance policy holder, for the alleged non-cognizable offences of
   criminal intimidation etc., against three officers of ICICI Lombard General Insurance Company
   Limited. Shri K V Kamath, MD & CEO of ICICI Bank Limited has also been named as accused in


                                                                                                      156
    the complaint though no specific allegations are made against him except describing him as one of the
    officers of ICICI Lombard, and making an allegation that all four officers conspired in committing
    the offences. Shri K.V Kamath is a Non Executive Director on the board of ICICI Lombard. A writ
    petition was filed before the High Court, Mumbai seeking quashing of the criminal complaint on the
    grounds, inter alia, that it is false and baseless and the facts are contradictory. The High Court passed
    an Order, staying the proceedings before the Judicial Magistrate First Class, Bhiwandi. Thus, the
    proceedings in Criminal Complaint No. 2887 of 2002 filed against Shri K.V. Kamath and others are
    stayed.
9. Vijay Shankar Prasad the complainant – one of the debenture holder of Lloyds Finance & Investment
    Company Limited (LFICL) had filed a criminal complaint (Case No. - 2064(C) of 2000) for non
    receipt of interest and redemption amount from the aforesaid company, in the Court of Chief Judicial
    Magistrate, Patna (CJM). As ICICI Bank Ltd is acting as Trustees he has inter alia, impleaded Mr.
    K.V.Kamath, Managing Director, ICICI Ltd. The CJM court had taken cognizance of the offence
    and issued summons for appearance of the accused. Aggrieved by such direction, a criminal revision
    application was filed before the Sessions Judge, Patna. Upon hearing, the revision application was
    admitted and directions were issued staying the proceedings before CJM court and records were also
    called from the lower Court. The matter is fixed for hearing on April 29, 2005
10. Shri Madan Gopal,. the complainant - one of debenture holder of Modern Denim Limited (MDL) had
    filed a criminal complaint (Case No. - 2175(C) of 2001) for non receipt of interest and redemption
    amount from the aforesaid company, in the Court of Chief Judicial Magistrate, Patna (CJM). As
    ICICI Bank Ltd is acting as Trustees he has inter alia, impleaded Shri Narayan Vaghul, Chairman
    ICICI Ltd. The CJM court had taken cognizance of the offence and issued summons for appearance
    of the accused. Aggrieved by such direction, a criminal revision application was filed before the
    Sessions Judge, Patna. Upon hearing, the revision application was admitted and directions were
    issued for staying the proceedings before CJM court and records were also called from the lower
    Court. The mater is fixed for hearing on April 29, 2005. However, the company has since paid the
    outstanding dues of the debenture holder and to this effect a Memorandum of Understanding (MOU)
    has also been executed between the complainant and the Company
11. The Enforcement Officer (Central) had filed a criminal complaint (Case No. - C/3606/03) before the
    Chief Metropolitan Magistrate, Kolkata (CMM) impleading Shri Prafulla Ranjan, Branch Manager
    and Shri K V Kamath, CEO & MD for violation of the provisions of Equal Remuneration Act 1976.
    ICICI Bank has already taken up the matter and replied to Labor Enforcement Officer (Central),
    Kolkata (LEO) and the Chief Labor Commissioner (Central), Ministry of Labor, Government of
    India, New Delhi for withdrawal of the complaint upon compliance of all the observations made by
    the LEO. Criminal revision application has been filed before High Court, Calcutta and the
    proceedings before CMM Court has been stayed till further order
12. Seema Mungale has filed a criminal complaint (1876 of 2003) against ICICI Bank & all its Directors
    alleging that ICICI Bank has filed a false criminal complaint under section 138 of The Negotiable
    Instruments Act , against her by making false statements. ICICI Bank filed a writ petition in the
    Bombay High Court for quashing the complaint against the Directors and an interim order has been
    passed staying the criminal proceedings in the Magistrate’s court at Pune against eleven Directors. A
    separate writ petition for quashing of the complaint has been filed in The Bombay High Court. The
    criminal case before the Magistrate at Pune and Writ Petitions filed at High Court, Bombay are
    pending disposal.
13. Shri Deobrat Prasad has filed a criminal Complaint no. 153/04 before the Judicial Magistrate at
    Jamshedpur for taking forcible possession of his vehicle. In the complaint he has also inpleaded Shri
    K V Kamath, MD & CEO of ICICI Bank. Summons were issued in this regard. An application had
    been filed before the High Court of Jharkhand at Ranchi for quashing the proceedings in the said
    criminal complaint. The Ranchi High Court has passed an order staying further proceedings in the
    matter. Pursuant to such directionsthe Judicial Magistrate, Jamshedpur has also stayed further


                                                                                                         157
          proceedings in the matter
14.           Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed by
          Inspectors, Security Guards Board, Greater Bombay & Thane District, in the year 2000 against
          erstwhile ICICI Limited (Since merged into ICICI Bank) (“ICICI”) and Shri K.V.Kamath, M.D. &
          CEO, before the Metropolitan Magistrate, Mumbai, under the Maharashtra Private Security Guards
          Act, 1981 on the grounds that security guards were engaged from exempted security agencies even
          though ICICI was registered with the Security Guards' Board. The earlier notices in this regard were
          replied to stating that registration is only in respect of residential quarters for employees and not in
          respect of other establishments. ICICI Bank has filed a writ petition in the Bombay High Court for
          quashing of the complaint, which is pending disposal.
15.           Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed by Inspectors, Security
          Guards Board, Greater Bombay & Thane District, in the year 2000 against ICICI Bank before the
          Metropolitan Magistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981, on the
          grounds that security guards have been engaged from unexempted security agencies. ICICI Bank has
          taken a stand that the exemption of security agencies continued on account of a previous High Court
          Order in the writ petition filed by certain security agencies. The complaints are pending disposal.
16.      Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed by Inspectors, Security Guards
         Board, Greater Bombay & Thane District, in the year 2001 against ICICI Bank before the
         Metropolitan Magistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981 on the
         grounds that security guards have been engaged from unexempted security agencies. ICICI Bank has
         replied stating that the Security Guards were deployed on trial basis and are being replaced by Armed
         Guards. The complaints are pending disposal.
  17. Dinesh Kumar Singh an advocate has filed Criminal Contempt Proceedings against Directors of
      ICICI Bank Ltd in the Hon’ble High Court of Allahabad. The complainant alleges that his car was
      repossessed enroute his journey to court and hence he was prevented from attending the court. The
      matter is pending disposal.

      Criminal Cases against associates of ICICI Bank
      ICICI Home Finance Company Limited (ICICI Home Finance)
      1. A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited
         (ICICI HFC) and also against some of ICICI Bank's Directors before the Metropolitan Magistrate's
         26th Court at Borivli, Mumbai, by Ms. Dipali Gopani for alleged wrongful recovery of Rs. 3,150/-
         and non-return of title deeds. The complaint has been subsequently withdrawn against certain
         directors and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana Morparia. An application for
         discharge of the Directors has been filed in the trial court, which is pending disposal. There is a stay
         on this matter by the Bombay High Court hence no next date is given
      AMC
      1. One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs.
         50,00,000 under section 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of
         the counsel of the Fund, the Fund is of the view that investments under section 54EB of the Income
         Tax Act, 1961 read with CBDT notification no. 10247 dated December 19, 1996 and the Offer
         Document of Prudential ICICI Growth Plan, the units had to be locked-in for a period of seven years
         from the date of investment. However, the Investor had disputed this stand and had filed a petition
         against Prudential ICICI Asset Management Company Limited as one of the respondents in the
         Honourable Delhi High court seeking the direction of the Court for premature redemption of units.
         SEBI vide its order dated September 4, 2000, rejected the petitioner's claim for premature redemption
         of units.



                                                                                                              158
       The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of
       money due upon redemption of units and payment of interest there on. The matter has been heard by
       the Tribunal and the Tribunal dismissed the petition of the investor.


       The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the
       Tribunal. This matter was listed before Hon’ble Delhi High court for final arguments in the regular
       hearing list.


       The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the
       Tribunal, the Hon’ble Delhi High court has dismissed the appeal vide its order dated 8th February
       2006.


   However, the Petitioner has redeemed the investment after completion of Lock-in period thereby
   making the writ in fractious. An Affidavit had been filed before the Court as per the legal advice
   stating the fact of the redemption and the consequent invalidity of the writ.

   The matter was listed for hearing before the Court on 8th February 2006. The appeal was dismissed in
   default as no one appeared on behalf of the investor.


The Trustee : Nil
III.      ANY DEFICIENCIES IN THE SYSTEMS AND OPERATIONS OF THE SPONSOR OF THE
          MUTUAL FUND OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY
          SUCH AS THE AMC OR THE TRUSTEE COMPANY WHICH SEBI HAS SPECIFICALLY
          ADVISED TO BE DISCLOSED IN THE OFFER DOCUMENT, OR WHICH HAS BEEN
          NOTIFIED BY ANY OTHER REGULATORY AGENCY.


ICICI Bank & Its associates: Nil

Prudential plc. & Its associates


Date                 Company            Description of Sanction
1995             Prudential             PC was publicly criticised by the London Stock
                 Corporation plc (PC)   Exchange for the manner in which it dealt with
                                        authorisation of a dealing in Prudential shares by its
                                        then Chief Executive.
December         The        Prudential The FSA issued a section 60 notice and a public
1997             Assurance Company statement        criticising      PAC's        compliance
                 Limited (PAC)         arrangements with respect to its direct sales force.


AMC: Nil


The Trustee: Nil



                                                                                                      159
IV.    ANY ENQUIRY/ADJUDICATION PROCEEDINGS UNDER THE SEBI ACT AND THE
       REGULATIONS MADE THERE UNDER, AGAINST THE SPONSOR OF THE MUTUAL FUND
       OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH AS THE
       AMC, BOARD OF TRUSTEES/TRUSTEE COMPANY OR ANY OF THE DIRECTORS OR KEY
       PERSONNEL OF THE AMC:


ICICI Bank & Its Associates: Nil


Prudential Corporation plc & its associates:


Date         Company          Description of Sanction
April 1994/ The    Prudential In relation to The Prudential Assurance Company Limited
March 1995 Assurance          (PAC). LAUTRO approached PAC in April 1994 with a
            Company Limited request for its co-operation in an informal review to validate
            (PAC)             LAUTRO’s pension rules for the future. Prudential agreed to
                              co-operate.    LAUTRO subsequently expressed various
                              concerns about the Prudential’s approach to pension
                              transfers. The review was placed on a formal footing in
                              March 1995. Following further discussions with LAUTRO,
                              LAUTRO agreed not to take any disciplinary action and no
                              charges were brought.
1995-1997    The     Prudential A number of writs were issued by SIB from 1995 to 1997 in
             Assurance          connection with the mis-selling of personal pensions, mainly
             Company Limited where a personal pension was taken out in preference to
             (PAC)              occupational scheme membership but in some cases where an
                                occupational scheme benefit was transferred to a personal
                                pension.

                               Some were for protective purposes pending review of the sale
                               under the SIB guidance; others proceeded and many have
                               reached settlement via consent orders on the basis of payment
                               of full compensation but without an admission of liability.
November/    Pru Banking       ITC Advertising Complaints Reports. Complaints were
December                       received from 3 viewers. An advertisement for a Prudential
1997                           60 Day Notice Account offered a rate of 7.5% gross per
                               annum on £10,000 and included the statement "you won't
                               find a better rate of interest for £10,000."

                               Two viewers objected that a "better rate" of 7.6% could be
                               obtained on £10,000 in a Legal & General 60 Day Notice
                               Account. The third viewer objected that the rate of 7.5% in
                               fact including a 1% loyalty bonus which only applied after
                               £10,000 had been held in the account for 12 months.

                               Assessment: Following a complaint on 17 October 1997, the
                               ITC drew Teletext's attention to a higher rate of interest that



                                                                                                 160
                                was apparently being paid on a Legal & General account
                                comparable to the Prudential's.        Teletext immediately
                                removed the Prudential advertisement from air pending
                                investigations. These revealed that whilst Legal & General
                                had introduced a rate of 7.6% on 10 October 1997, Prudential
                                had not matched this rate until 17 October 1997. In addition,
                                whilst Prudential's advertising agency had on 15 October
                                1997 requested Teletext to amend the rate to 7.6% from 20
                                October 1997, press advertising for the Prudential account
                                had          reflected         the        higher         rate
                                on 17 October 1997.

                                Teletext confirmed that the headline rate was stated gross of a
                                1% loyalty bonus which was only paid if the account was still
                                open after 12 months and only two withdrawals had been
                                made. They agreed that this was a significant condition
                                which should have been made clear and instructed that
                                subsequent advertising for this Prudential account should
                                include                                                details.

                                The ITC agreed that the advertising had been misleading
                                during the period that Legal & General had been offering
                                a higher rate than Prudential and considered that the omission
                                of details about the 1% loyalty bonus had
                                also     rendered      the      advertisement      misleading.

                                Teletex had already removed the advertisement from air and
                                would     not    permit   it   to    return    until   the
                                relevant         amendments           were           made.

                                Decision: Complaints upheld.
August 1998 The     Prudential Following an article in The Guardian concerning possible
            Assurance          pensions mis-selling, the PIA will be investigating 2 cases.
            Company Limited
            (PAC)
1998         The     Prudential An objection was received via the Trading Standards
             Assurance          Department to a leaflet that claimed "Save around £100 on
             Company Limited home insurance". The complainant, who was given a quote
             (PAC)              for £16 more than his existing policy, challenged whether the
                                savings         were            generally          attainable.

                                Adjudication: The complaint was upheld. The advertisers
                                submitted a summary of their research which showed that
                                nine-tenths of customers who had switched their home
                                insurance to Prudential had saved an average of £97.99.
                                They argued that the claim was neither a price promise nor a
                                guarantee that Prudential would always be the cheapest. The
                                Authority noted that the leaflet stated elsewhere that "You
                                could save money ...". It considered, however, that the claim



                                                                                                  161
                               implied that switching to the advertisers' household insurance
                               policies always saved customers money. Because that was
                               not true, the Authority asked the advertisers not to use the
                               claim again.




1998       The     Prudential 2 Complaints about advertisements in the national press:
           Assurance
           Company Limited
           (PAC)
            1. An objection to a national press advertisement that was headlined “Prudential
           announce a rate change of great interest to savers” and featured a table of interest
           rates for the advertisers’ 60 Day Notice Account . One column of the table was
           headed “Monthly Rates (inc loyalty bonus)” and quoted annual interest rates for
           those who have their interest paid monthly. A footnote stated “The rates include
           a loyalty bonus of 1% gross pa (0.8% net pa) calculated daily and paid annually
           on the anniversary date. This is paid provided the account is still open and in the
           preceding 12 months no more than two withdrawals have been made and the
           balance has not been less than £2,000.” The complainant objected that the
           advertisement was misleading because the loyalty bonus was not paid until the
           anniversary date.

           Adjudication: Complaint upheld. The advertisers said they believed the
           footnote explained that monthly interest was calculated excluding the loyalty
           bonus but accepted that the presentation of the advertisement could be confusing.
           The Authority considered that the advertisement was misleading and it
           welcomed          the        advertisers’        intention       to       amend
           future advertisements to state monthly interest rates without the loyalty bonus,
           which they will show separately.

            2. An objection to a national press advertisement that was headlined “Why
           you’ll be better off with Prudential because we’re No. 1 in our field”. The
           complainant challenged the claim.

           Adjudication: Complaint upheld. The advertisers submitted evidence that
           showed they were number one in some but not all the aspects of their pension
           and life insurance business. The Authority accepted that the advertisers claim
           was acceptable in relation to pensions and life insurance but considered that their
           information did not adequately substantiate the general claim that the advertisers
           were “No. 1” in their field. The Authority asked the advertisers to specify in
           future the sectors in which they could show they were “No. 1”.
May 2001   National Planning State of Florida (Division of Securities & Finance) fined NPC
           Corporation       $10,000 for failing to register two branch offices. NPC were
           (NPC)             also required to sign a Stipulation and Consent Agreement.



                                                                                                  162
December      National Planning NPC have established a $6m claimants' fund after agreement
2001          Corporation       with New York Attorney General (NYAG). This follows
              (NPC)             HYAG investigation into sale of payphones and leaseback
                                arrangements of ETS payphones by representatives of NPC.
                                NYAG allege that the sale constituted an unregistered
                                securities offering.
January 2002 Prudential       PNL was fined £5,000 by OPRA following a determination
             Nominees Limited regarding the Ledo Limited Pension Plan (a SSAS) for which
             (PNL)            PNL is pensioner trustee. The fine is in respect of failing to
                              appoint an auditor and other procedural failures.
January 2002 Jackson National JNL have reached a settlement of Haggan case and the
             Life (JNL)       Andrews, Dunn and Gales cases linked to it for a sum of
                              $10m. Finalised in January 2002, the terms of the settlement
                              are confidential and should not be disclosed to third parties.
                              - Despite the Haggan settlement above, further litigation
                              regarding Ultimate interest sensitive policies continues in
                              Michigan, Illinois, Mississippi and Louisiana. JNL continue
                              to try and resolve Ultimate 'vanishing premium' complaints
                              on a fair and reasonable basis in order to avoid litigation
                              where possible.

AMC:
1. Notice received from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing
   Penalties by Adjudicating Officer) Rules, 1995.


AMC has received a notice from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry & Imposing
Penalties by Adjudicating Officer) Rules, 1995. It has been alleged that Mutual Fund had switched the
investments of some Provident Funds from Gilt schemes and failed to adhere to the norms pertaining to
the systems, organisation, risk management, customer service etc. as laid down in the circulars issued by
SEBI. AMC is in the process of submitting its reply to SEBI.


The Trustee: Nil
E) BORROWING BY THE MUTUAL FUND
Under the Regulations, the Fund is allowed to borrow to meet its temporary liquidity needs of the Fund
for the purpose of repurchase, redemption of units or payment of interest or dividend to the Unitholders.
Further, as per the Regulations, the Fund shall not borrow more than 20% of the Net Assets of the
Scheme and the duration of such borrowing shall not exceed a period of six months. The Fund may raise
such borrowings after approval by the Trustee from any of its Sponsors/Associate/Group
Companies/Commercial Banks in India or any other entity at market related rates prevailing at the time
and applicable to similar borrowings. The security for such borrowings, if required, will be as determined
by the Trustee. Such borrowings, if raised, may result in a cost, which would be dealt with in consultation
with the Trustees.

F) STOCK LENDING BY THE MUTUAL FUND
The Plans under the Scheme will not do any ‘Stock Lending’ activity.




                                                                                                       163
G) POLICY ON OFFSHORE INVESTMENTS BY THE SCHEME
The Plans under the Scheme will not invest in any ADR, GDR, foreign securities or offshore securities.
H) INTER-SCHEME TRANSFERS
The Fund may undertake inter-Scheme transfers under the Scheme. If such transfers are done they will be
effected based on the weighted average traded price of the day of transfer either on the National Stock
Exchange or the Bombay Stock Exchange, where ever the volumes are higher.
In case of securities which are not traded on the Principal Stock Exchange / any other exchange, the inter-
Scheme transfers will be affected based on fair valuation to be arrived at by the AMC with the approval
of the Trustee.


I) GENERAL INFORMATION
•   Power to make Rules
    Subject to the Regulations, the Trustee may, from time to time, prescribe such terms and make such
    rules for the purpose of giving effect to the Scheme with power to the AMC to add to, alter or amend
    all or any of the terms and rules that may be framed from time to time.

•   Power to remove Difficulties
    If any difficulties arise in giving effect to the provisions of the Scheme, the Trustee may, subject to
    the Regulations, do anything not inconsistent with such provisions, which appears to it to be
    necessary, desirable or expedient, for the purpose of removing such difficulty.
•   Scheme to be binding on the Unitholders:
    Subject to the Regulations, the Trustee may, from time to time, add or otherwise vary or alter all or
    any of the features of investment plans and terms of the Scheme after obtaining the prior permission
    of SEBI and Unitholders (where necessary), and the same shall be binding on all the Unitholders of
    the Scheme and any person or persons claiming through or under them as if each Unitholder or such
    person expressly had agreed that such features and terms shall be so binding.


•   DOCUMENTS AVAILABLE FOR INSPECTION
1. Memorandum and Articles of Association of the Trustee Company and the AMC
2. Custodian Agreement between Trustee and Deutsche Bank AG.
3. Investment Management Agreement
4. Trust Deed and amendments thereto
5. Mutual Fund Registration Certificate
6. Consent of Registrar to act in the said capacity
7. Consent of Auditors to act in the said capacity
8. Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and amendments thereof
   from time to time.
9. Indian Trust Act, 1882.

Notwithstanding anything contained in this document, the provisions of the SEBI (Mutual Funds)
Regulations, 1996 and the Guidelines thereunder shall be applicable.

Note: The Scheme under this Offer Document was approved by the Directors of Prudential ICICI Trust



                                                                                                       164
Limited by circulation on November 24, 2006.
                                                           For and on behalf of the Board of Directors of
                                               Prudential ICICI Asset Management Company Limited



                                                                                      Pankaj Razdan
                                                                                    Managing Director
Place : Mumbai
Date : _________________, 2006




                                                                                                     165
                           FORM FOR NOMINATION / CANCELLATION OF NOMINATION
                            (to be filled in by individual (s) applying singly or jointly)
I / We ___________ and ____________________ * do hereby nominate the person more particularly described
hereunder/ and / cancel the nomination made by me / us on the ___________ day of ___________ in respect of the
units bearing No. __________ .


(* strike out which is not applicable)
Name and Address of Nominee
Name: …………………………………………………………………….
Address: ………………………………………………………………….
Date of Birth : …………………………………………………………….
( to be furnished in case the Nominee is a minor)
* The Nominee is a minor whose guardian is : …………………………….
Address of the Guardian……………………………………………………..
.………………………………………………………………………………
…………………………………………………………………………………
Signature of the guardian : ……………………………………………………
(* to be deleted if not applicable)
Unit holder (s) 1) Signature : ………………………………..
Name : ……………………………………
Address : …………………………………
Date : …………………………………….
             1.   Signature : ………………………………

                                                                         Name : …………………………………..
                                                                  Address : ……………………………….
                                                                  Date : …………………………………..

______________________________________________________________________
Instructions :
    1.   The nomination can be made only by individuals applying for / holding units on their own behalf singly or
         jointly. Non-individuals including society, trust, body corporate, partnership firm, Karta of Hindu
         Undivided Family, holder of Power of Attorney cannot nominate. If the units are held jointly, all joint
         holders will sign the nomination form. Space is provided as a specimen, if there are more joint holders
         more sheets can be added for signatures of holders of units and witnesses.

    2.   A minor can be nominated and in that event, the name and address of the guardian of the minor nominee



                                                                                                             166
     shall be provided by the unit holder.

3.   The Nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu Undivided
     Family or a Power of Attorney holder. A non-resident Indian can be a Nominee subject to the exchange
     controls in force, from time to time.

4.   Nomination in respect of the units stands rescinded upon the transfer of units.

5.   Transfer of units in favour of a Nominee shall be valid discharge by the asset management company against
     the legal heir.

6.   The cancellation of nomination can be made only by those individuals who hold units on their own behalf
     singly or jointly and who made the original nomination.

7.   On cancellation of the nomination, the nomination shall stand rescinded and the asset management
     company shall not be under any obligation to transfer the units in favour of the Nominee."


                                                *********




                                                                                                         167

				
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